TB-2021-004 - 4/22/2021RESOLUTION NO. TB=2021m004
RESOLUTION OF THE ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES
2021 APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT
AGREEMENT AND A BOND PURCHASE AGREEMENT; APPROVING AN
OFFICIAL STATEMENT; AND APPROVING OTHER MATTERS RELATED
THERETO
THE STATE OF TEXAS §
ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION §
WHEREAS, pursuant to Section 4B of the Development Corporation Act of 1979,
Article 5190.6, V.A.T.C.S., as amended, now codified as Local Government Code, Title 12,
Subtitle C 1 particularly Chapters 501 and 505 of the Local Government Code (collectively, the
"Act") at the election held on August 9, 1997 (the "1997 Election"), a majority of the citizens of
the City of Round Rock, Texas (the "City") voting at the 1997 Election authorized the City to
levy a sales and use tax on the receipts at retail of taxable items within the City at a rate of one-
half of one percent for the benefit of a development corporation operating on behalf of the City
to be used for streets, roads, drainage and other related transportation system improvements
including the payment of maintenance and operating expenses associated with such authorized
projects;
WHEREAS, pursuant to the provisions of the Act, the City created the Round Rock
Transportation System Development Corporation, a nonsockt, nonprofit industrial development
corporation created to act on behalf of the City to satisfy the public purposes set forth in the Act
as authorized at the 1997 Election;
WHEREAS, on November 8, 2011, a majo0
rity of the citizens of the City voting at such
election (the "2011 Election" and collectively with the 1997 Election, the 'Election") authorized
the existing sales and use tax to be used for additional purposes as provided by state law;
WHEREAS, after the 2011 Election the bylaws and other governing documents were
amended to update certain provisions including the name of the corporation to be "Round Rock
Transportation and Economic Development Corporation" (the "Issuer");
WHEREAS, as more fully described herein, the Issuer has determined to issue the bonds
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authorized herein (the "Bonds") to provide funds for designing and constructing a convention
center facility, capitalizing interest on the Bonds and paying the costs of issuing the Bonds;
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WHEREAS, there was published in a newspaper of general circulation in the City (as
described in Sections 2051.044 and 2051.048 Texas Government Code) on January 23, 2018,
notice that a public hearing would be held by the Issuer on January 25, 2018 at which the project
to befinanced with the proceeds of the Bonds were discussed and giving notice that the Issuer
proposed to undertake such project;
WHEREAS, the public hearing was held by the Issuer and no petition has been
submitted to the Issuer or the City Council calling for a referendum with respect to such project;
WHEREAS, on August 22, 2019, the Issuer previously issued $21,310,000 of Parity
Obligations to finance a portion of the costs of the Project (as defined herein);
WHEREAS, in accordance with Section 505.152 of the Local Government Code, the
Issuer hereby finds that the project to be financed with the proceeds of the Bond,,,,, suitable for
use for convention purposes and related improvements that enhance such purposeso
WHEREAS, the Act authorizes the Issuer to issue the Bonds for the aforesaid purposes
and the Board of Directors of the Issuer finds it necessary and advisable to authorize the issuance
of the hereinafter described Bonds for the purposes herel*nabove and hereinafter described;
WHEREAS, the Bonds are authorized to be issued as' Parity Obligations on parity with
the outstanding Previously Issued Parity Obligations; however, the 2021 Reserve Fund (as
defined herein) established by this Resolution secures only the Bonds; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed was open to the public, and public notice of the time, place and purpose
of the meeting was given, all as required by Chapter 551, Texas Government Code, and as
further modified by an order issued by the Governor of the State of Texas on March 16, 2020,
suspending certain provisions of the Open Meetings Act in light of his disaster proclamation
issued on March 13, 20201, regarding the novel coronavirus (COVID-19).
THEREFORE, BE IT RESOLVED
ROUND ROCK TRANSPORTATION
CORPORATION THAT:
BY THE BOARD OF DIRECTORS OF THE
AND ECONOMIC DEVELOPMENT
Section 1. RECITALS,. AMOUNT AND PURPOSE OF THE BONDS;
DEFINITIONS. The recitals set forth in the preamble hereof are incorporated herein and shall
have the same force and effect as if set forth in this Section. The Bonds are hereby authorized to
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be issued and delivered in the aggregate principal amount of $ for the
purpose of (i) providing funds for the Costs of the Project, (ii) capitalizing interest on the Bonds
and (iii) paying the costs of issuing the Bonds. For all purposes of this Resolution, except as
otherwise expressly provided or unless the context otherwise requires, the capitalized terms used
in this Resolution have the meanings assigned to them in Exhibit "A".
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Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF BONDS. Each Bond issued pursuant to this Resolution shall be designated:
"ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BOND, TAXABLE SERIES 2021 ",
and initially there shall be issued, sold, and delivered hereunder fully registered certificates,
without interest coupons, dated May 18, 2021 , in the respective denominations and principal
amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond
submitted to the Attorney General of the State of Texas which shall be numbered T-1), payable
to the respective initial regl*stered owners thereof (as designated in Section 25 hereof, or to the
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registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the
" Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each
of the years and in the principal amounts, respectively, as set forth in the following schedule:
YEAR,
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
AMOUNT
YEAR
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
AMOUNT
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
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Exhibit "B" of this Resolution to their respective dates of maturity or redemption prior to
maturity at the following rates per annum:
YEAR
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
RATE
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YEAR,
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
RATE,
Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND
set forth in Exhibit "B" of this Resolution.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at The
Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the
Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such registrations, transfers, conversions and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar
in writing of the address to which payments shall be mailed, and such interest payments shall not
be mailed unless such notice has been given. The Issuer shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying AgenURegl*strar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make a copy of the Registration Books available within the State of Texas,,
The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
Makin -Lag such registration, transfer, conversion, excanhge and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be
made in the manner provided and with the effect stated in the FORM OF BOND set forth in
Exhibit "B" of this Resolution. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in Section 4(c) of this Resolution, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds
surrendered for conversion and exchange. No additional ordinances, orders or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Bonds in the manner prescribed herein, and the Bonds shall be printed or typed on paper of
customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as
amended, and Particularly Subchapter D thereof, tehduty of conversion and exchange of Bonds
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the
Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the
same manner and with the same effect as the Bonds which initially were issued and delivered
pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
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(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of
all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Resolution. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day 11-1,qu-nediatelypreceg
dinthe
date of mailing of such notice.
(C) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall
be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such
redemption date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred
and assigned, (V) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii*) shall be
administered and the Paying Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in Exhibit "B" of this Resolution. The
Initial Bond initially issued and delivered pursuant to this Resolution is not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Resolution the Paying
Agent/Regi'strar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, i*n the form set forth in the FORM OF BOND.
(d) Substitute Payina Aaent/Re2istrar. The Issuer covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution, and
that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on
the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint
a competent and legally qualified bank, trust company, financial institution, or other agency to
act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying
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Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereo fl, along with all other pertinent books and records relating
to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon
any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof
to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United
States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a
certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Bonds issued in exchange for the Initial Bond
initially issued as provided in Section 4(i) shall be issued in the form of a separate single fully
registered Bond for each of the maturities thereof registered in the name of Cede & Co., as
nominee of The Depository Trust Company of New York ("DTC") and except as provided in
subsection (f) hereof,, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
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Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
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on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to an)( ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner, as shown on the
Registration Books, of any notice with respect to the Bonds, including any notice of redemption
or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as
shown on the Registration Books of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary,
but to the extent permitted by law, the Issuer and the Paying Agent/Registrar shall be entitled to
treat and consider the person in whose name each Bond is registered in the Registration Books as
the absolute owner of such Bond for the purpose of payment of principal of, premium, i*f any,
and interest, with respect to such Bond, for the purposes of registering transfers with respect to
such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for
all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium,
if any, and interest on the Bonds only to or upon the order of the respective Registered Owners,
as shown in the Registration Books as provided in this Resolution, or their resnctivepeattorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of and interest on the
Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as
shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to
make payments of principal, premium, if any, and interest pursuant to this Resolution. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
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determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Resolution with respect to interest checks being mailed to the Registered Owner at the close
of business on the Record Date the word "Cede & Co." in this Resolution shall refer to such new
nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In
the event that the Issuer determines to discontinue the book -entry system through DTC or a
successor or DTC determines to discontinue providing its services with respect to the Bond, the
Issuer shall either (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond
shall designate, in accordance with the provisions of this Resolution.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and
all notices with respect to such Bond shall be made and given, respectively, in the manner
provided in the Letter of Representations of the Issuer to DTC.
(h) DTC Blanket Letter of Representations. The Issuer confirms execution of a
Blanket Issuer Letter of Representations with DTC establishing the Book -Entry -Only System
which will be utilized with respect to the Bonds and authorizes the execution of such additional
letters of representation as may be required by DTC to utilize the Book -Entry -Only System for
the Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
designated representative of the Underwriters or its designee set forth in Section 25 of this
Resolution, executed by manual or facsimile signature of the President and Secretary of the
Board of Directors of the Issuer, approved by the Attorney General of Texas, and registered and
manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered
to such Underwriters set forth in Section 25 of this Resolution or its designee. Upon payment for
the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on
behalf of such Underwriters one separate single fully registered Bond for each of the maturities
thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in
Section 4(f), all of the outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
Section 5. FORM OF BOND. The form of the Bond, including the form o f Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Bond
and the form of Registration Certificate of the Comptroller of Public Accounts of the State of
Texas to be attached to the Initial Bond initially issued and delivered pursuant to this Resolution,
shall be, respectively, substantially as set forth in Exhibit "B" attached hereto, with such
appropriate variations, omissions, or insertions as are permitted or required by this Resolution,
including any reproduction of an opinion of counsel and information regarding the issuance of
any bond insurance policy.
Section 6. PLEDGE. (a) The Bonds and any 40
interest payable thereon (including any
BAM Reimbursement Amounts described in Section 30(7) hereof), together with the Previously
Issued Parity Obligations and any Additional Parity Obligations which may be issued in
accordance herewith and any interest payable thereon, are and shall be secured by and payable
40 from a first lien on and pledge of the Pledged Revenues, which lien on and pledge is prior in
right and claim to the lien and pledge on the Pledged Revenues securing the payment of any
outstanding Junior Lien Obligations and any outstanding Subordinate Lien Obligations; and the
Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service
Fund and the 2021 Reserve Fund for the Bonds as hereinafter provided. The Bonds are and will
be secured by and payable only from the Pledged Revenues and amounts on deposit in the Debt
Service Fund and the 2021 Reserve Fund created in this Resolution, and not from amounts on
deposit in any other Funds or accounts of the Issuer, and are not secured by or payable from a
mortgage or deed of trust on any real, personal or mixed properties, including the Project.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge
of Pledged Revenues granted by the Issuer under this Resolution, and such pledge is therefore
valid, effective and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of Pledged Revenues granted by the Issuer under
this Resolution is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, then in order to preserve to the Registered Owners of the Bonds the perfection of the
security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge
to occur.
Section 7. SPECIAL FUNDS. (a) The below listed currently existing special Funds are
hereby confirmed and shall be maintained on the books of the Issuer, so long as any of the Bonds
are outstanding and unpaid:
(i) "Round Rock Transportation and Economic Development Corporation
Revenue Fund," hereinafter called the "Revenue Fund."
"Round Rock Transportation and Economic Development Corporation
Debt Service Fund," hereinafter called the "Debt Service Fund."
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(iii) "Round Rock Transportation and Economic Development Corporation
Operating Fund, " hereinafter called the "Operating Fund."
(b) A special Fund entitled the "Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 Reserve Fund " and
hereinafter called the "2021 Reserve Fund" is hereby created and shall be established and
maintained on the books of the Issuer pursuant to Section I 1 hereof, so long as any of the Bonds
remain outstanding, hereinafter called the "2021 Reserve Fund."
(c) A special Fund entitled the "Round Rock Transportation and Economic
Development Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 Project
Fund" and hereinafter called the "2021 Project Fund" is hereby created and shall be established
and maintained on the books of the Issuer pursuant to Section 27 hereof, so long as any proceeds
of the Bonds remain on deposit therein, hereinafter called the "2021 Project Fund."
(e) Though all of such funds may be subaccounts of the City's funds held by the
Depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the Issuer shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 8. REVENUE FUND. All Pledged Revenues shall be credited to the Revenue
Fund immediately upon receipt as provided in the Transfer Agreement.
Section 9. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses
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and in the order of priority shown:
FIRST: To the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of debt service on the Parity Obligations as the same becomes due
and payable;
SECOND: On a pro rata basis, to (i) the 2021 Reserve Fund and each debt service
reserve fund created by the resolutions authorizing the Previously Issued Parity
Obligations and by any Additional Parity Obligations Resolution, which contains less
than the amount to be accumulated and/or maintained therein as provided in the
applicable resolution establishing such debt service reserve fund and (ii) make any
Reserve Fund Obligation Payment*
THIRID1. To the payment of the amounts required to be deposited in the debt service
fund for the payment of debt service on the Junior Lien Obligations as the same becomes
due and payable;
FOURTH: On a pro rata basis, to each debt service reserve fund created by a resolution
authorizing the issuance of Junior Lien Obligations which contains less than the amount
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to be accumulated and/or maintained therein as provided in the resolution authorizing the
issuance of such Junior Lien Obligations;
FIFTH: To the payment of amounts required to be deposited in any other fund or
account required by the resolutions authorizing the Previously Issued Obligations or by
any Additional Parity Obligations Resolution;
SIXTH: To any fund or account held at any place or places, or to any payee, required by
any other resolution of the Board which authorizes the issuance of Junior Lien
Obligations; and
SEVENTH: To any fund or account held at any place or places, or to any payee,
required by any other resolution of the Board which authorizes the issuance of
Subordinate Lien Obligations; and
EIGHTH: To the payment of the amounts required for any lawful purpose.
Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the Payment thereof, shall be
transferred to the Operating Fund and may be appropriated and used for any other lawful purpose
now or hereafter permitted by law.
Section 10. DEBT SERVICE FUND. The Debt Service Fund is for the sole purpose of
0 paying the principal of and interest on the Parity Obligations Outstanding at any time, as the
same come due (including principal coming due as a result of any mandatory redemption of the
Parity Obligations). The Issuer covenants that there shall be deposited into the Debt Service
Fund prior to each principal and interest payment date from the Pledged Revenues an amount
equal to one hundred per cent (100%) of the interest on and the principal of the Parity
Obligations then falling due and payable, and such deposits to pay principal and accrued interest
on the Parity Obligations shall be made in substantially equal monthly installments on or before
the I Oth day of each month, beginning on or before the I Oth day of the month next following the
delivery of the Parity Obligations to the initial purchasers thereof; provided, however, that in any
Fiscal Year the Issuer may elect to fund the Debt Service Fund on an accelerated basis and at any
time when amounts on deposit in the Debt Service Fund are sufficient to make payment of all
principal and interest coming due on the Outstanding Parity Obligations within the next twelve
months, such deposits of Pledged Revenues to the Debt Service Fund may be discontinued, until
there is once again an amount less than the principal and interest coming due on the Outstanding
Parity Obligations within the next twelve months, at which time such deposits shall be resumed.
The required deposits to the Debt Service Fund for the payment of principal of and
interest on the Parity Obligations shall continue to be made as hereinabove provided until (i) the
total amount on deposit in the Debt Service Fund and in any applicable debt service reserve fund
(excluding any Reserve Fund Obligation) for Parity Obligations, including the 2021 Reserve
Fund for the Bonds, is equal to the amount required to fully pay and discharge all such Parity
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Obligations (principal and interest) then Outstanding or (ii) the Parity Obligations are no longer
Outstanding.
Accrued interest and capitalized interest, if any, received from the initial purchaser of any
Parity Obligation shall be taken into consideration and reduce the amount of the semi-annual
deposits and credits hereinabove required into the Debt Service Fund.
Section 11. 2021 RESERVE FUND. (a) The Issuer hereby covenants and agrees with
the Owners of the Bonds that it will provide for the accumulation of, and when accumulated, will
thereafter continuously maintain in the 2021 Reserve Fund an amount equal to not less than the
Average Annual Debt Service Requirements of the Bonds (calculated on a Fiscal Year basis) (the
"Required Reserve Amount"),, The 2021 Reserve Fund only secures the Bonds. Immediately
following the delivery date of the Bonds and at each subsequent time that the requirement to
maintain and accumulate the 2021 Reserve Fund is reinstated by this Section (each a
"Calculation Date"'), the appropriate Issuer officials shall calculate and determine the Average
Annual Debt Service Requirements for the Bonds. After deducting the amount then on deposit
in the 2021 Reserve Fund, if any, from such calculation, the amount of the difference, if any,
shall be deposited in the 2021 Reserve Fund in sixty (60) substany equa tialll monthly payments
on or before the I Oth day of each month; the initial monthly deposit to be made on or before the
I Oth day of the month next following the Calculation Date. After the total amount required to be
on deposit in the 2021 Reserve Fund has been accumulated, monthly payments to said fund may
be terminated; provided, however, should the amount on deposit therein be reduced below the
Required Reserve Amount after the same has been accumulated, payments to said fund in an
amount equal to the deficiency shall be resumed and continued to be made on or before the I Oth
day of each month until the total amount then required to be on deposit in the 2021 Reserve Fund
has been fully restored. In the event money in the 2021 Reserve Fund is used for an authorized
purpose while monthly payments are being made to said fund, the amount required to restore the
sum then required to be on deposit therein shall be added to the payments then being made in the
40
following month or months until the total amount then required to be on deposit in said fund has
been fully restored. Any cash or investments purchased with such cash in the 2021 Reserve Fund
shall be drawn upon prior to any drawing upon any Reserve Fund Obligation.
(b) Notwithstanding the requirements of subsection (a) above, the Issuer may provide a
Reserve Fund Obligation issued in amounts equal to all or part of the Average Annual Debt
Service Requirements of the Bonds in lieu of depositing cash into the 2021 Reserve Fund;
provided, however, that no such Reserve Fund Obligation may be so substituted unless (i*) the
substitution of the Reserve Fund Obligation will not cause any ratings then assigned to the Bonds
to be lowered and (ii) the resolution authorizing the substitution of the Reserve Fund Obligation
for all or part of the Average Annual Debt Service Requirements of the Bonds contains (A) a
finding that such substitution is cost effective and (B) a provision that the interest due on any
repayment obligation of the Issuer by reason of payments made under such policy does not
exceed the highest lawful rate on interest which may be paid by the Issuer at the time of the
delivery of the Reserve Fund Obligation. The Issuer reserves the right to apply the proceeds of
the Revenue Fund to payment of the subrogation obligation incurred by the Issuer (including
interest) to the issuer of the Reserve Fund Obligation, the payment of which will result in the
11
reinstatement of such Reserve Fund Obligation, prior to making payment required to be made to
the 2021 Reserve Fund pursuant to the provisions of this Section to restore the balance in such
fund to the Required Reserve Amount. Any Reserve Fund Obligation on deposit in, or held for
the benefit of, the 2021 Reserve Fund shall be drawn upon by the Paying Agent/Registrar and
exhausted prior to making demand for payment under any bond insurance policy for the Bonds.
(c) In the event a Reserve Fund Obligation issued to satisfy all or part of the Issuer's
obligation with respect to the 2021 Reserve Fund causes the amount then on deposit in the 2021
Reserve Fund to exceed the Required Reserve Amount, the Issuer, may transfer such excess
amount to any fund or funds established for the payment of or security for the Bonds (including
any escrow established for the final payment of any of the Bonds pursuant to Chapter 1207,
Texas Government Code) or use such excess amount for any lawful purpose now or hereafter
provided by law.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain and accumulate the Required Reserve Amount in the 2021
Reserve Fund shall be suspended for such time as the Pledged Revenues for each Fiscal Year
(including Fiscal Years prior to the delivery date of the Bonds) are equal to at least 1.40 times
the Maximum Annual Debt Service Requirements of all then Outstanding Parity Obligations. In
the event that the Pledged Revenues for any Fiscal Year are less than 1.40 times the Maximum
Annual Debt Service Requirements of all then Outstanding Parity Obligations, the Issuer will be
required to commence maintaining or accumulating the Required Reserve Amount in the 2021
Reserve Fund as provided in this Section, and to continue maintaining or accumulating the
Required Reserve Amount in the 2021 Reserve Fund until the earlier of (i) such time as the 2021
Reserve Fund is fully funded to the Required Reserve Amount or (11) the Pledged Revenues in
each of two consecutive years have been equal to not less than 1.40 times the Maximum Annual
Debt Service Requirements of all then Outstanding Parity Obligations. Notwithstanding the
provisions of subsection (a) above, i*f the Issuer commences deposits in the 2021 Reserve Fund
and later is authorized to suspend payments into the fund under this Section any funds so
accumulated in the 2021 Reserve Fund may, at the discretion of the Issuer: (i) remain in the 2021
Reserve Fund or (ii) be used for any lawful purpose including additional projects or to pay debt
service on the Bonds.
Section 12. OPERATING FUND. Amounts on deposit in the Operating Fund may be
(i) used to complete and maintain the Project, (11) applied to pay or redeem any Parity
40
Obligations at the option of the Issuer, or (iii) applied for any other lawful purpose of the Issuer.
Section 13. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement,
which is hereby reconfirmed and approved, the City has agreed -to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the
Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to
the collection of the Sales Taxes from the Comptroller, credits and refunds due and owing to the
Comptroller, and other matters with respect to the collection and transfer of the Sales Tax.
12
(b) The President (or other officer of the Issuer then having the primary responsibility for
thefinancial affairs of the Issuer) and the Secretary of the Board are hereby ordered to do any
and all things necessary to accomplish the transfer of money to the Funds established hereby in
ample time to pay the principal of and interest on the Bonds.
Section 14. INVESTMENTS. Money in any Fund established by this Resolution may,
at the option of the Board, be invested in Permitted Investments; provided that all such
investments shall be made in such manner that the money required to be exnended from any
Fund will be available at the proper time or times. Investment earnings realized on investments
attributable to the Debt Service Fund shall be retained therein and shall constitute a credit against
the amount of money that is required to be on denositptherein for each payment of principal or
interest,, Investment earnings realized on investments attributable to the 2021 Reserve Fund shall
be retained therein at all times when there is less than the Required Reserve Amount on deposit
therein; at all other times such earnings shall be deposited to the Debt Service Fund. Investment
earnings realized on investments attributable to the Operating Fund shall be retained therein.
Money in the 2021 Reserve Fund shall not be invested in securities maturing later than 18
months from the date of acquisition of such securities by the Issuer. Such investments shall be
valued in terms of current market value as of the last day of each Fiscal Year. Such investments
shall be sold promptly when necessary to prevent any default in connection with the Parity
Obligations.
Section 15, FUNDS SECURED. Money in all Funds created by this Resolution, to the
extent not invested, shall be secured in the manner prescribed by law for securing funds of the
City.
Section 16, PAYMENT. While any of the Parity Obligations are outstanding, the Issuer
shall transfer to the respective paying agent/registrar therefor, from funsdon deposit in and
credited to the Debt Service Fund, and, if necessary, in any applicable debt service reserve funds
for such Parity Obligations, including the 2021 Reserve Fund for the Bonds, amounts sufficient
to fully pay and discharge promptly the interest on and principal of the Parity Obligations as
shall become due on each interest or principal payment date, or date of redemption of the Parity
Obligations; such transfer of funds must be made in such manner as will cause immediately
available funds to be deposited with each respective paying agent/registrar for the Parity
Obligations not later than the business day next preceding the date such payment is due on the
Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and
furnish the Issuer with an appropriate certificate of cancellation or destruction.
Section 17. DEFICIENCIES -EXCESS PLEDGED REVENUES. (a) If on any
occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to
all Parity Obligations) to make the required deposits and credits to the Debt Service Fund and
any applicable debt service reserve funds for Parity Obligations, including the 2021 Reserve
Fund for the Bonds, then such deficiency shall be cured as soon as possible from the next
available unallocated Pledged Revenues, or from any other sources available for such purpose,
and such deposits and credits shall be in addition to the amounts otherwise required to be
deposited and credited to these Funds.
13
(b) Subject to making the deposits and credits required by this Resolution, the
resolutions authorizing the issuance of the Previously Issued Parity Obligations and any
Additional Parity Obligations Resolution, or the payments and credits required by the provisions
of the resolutions authorizing the issuance of Junior Lien Obligations or Subordinate Lien
Obligations hereafter issued by the Issuer, the excess Pledged Revenues may be used for any
lawful purpose.
Section 18. ADDITIONAL PARITY OBLIGATIONS. The Issuer shall have the right
and power at any time and from time to time and in one or more series or issues, to authorize,
issue and deliver Additional Parity Obligations, in accordance with law, in any amounts, for any
lawful purpose including the refunding of any Parity Obligations, Junior Lien Obligations,
Subordinate Lien Obligations or other obligations of the Issuer. Such Additional Parity
Obligations, if and when authorized, issued and delivered in accordance with this Resolution,
shall be secured by and made payable equally and ratably on a parity with all other Outstanding
Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted,, No
installment, series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The President of the Issuer (or other officer of the Issuer then having the
primary responsibility for the financial affairs of the Issuer) shall have executed a
certificate stating that, to the best of his or her knowledge and belief, the Issuer is not
then in default as to any covenant, obligation or agreement contained in this Resolution,
the resolutions authorizing the issuance of the Previously Issued Parity Obligations or any
Additional Parity Obligations Resolution.
(b) The Issuer has secured from a certified public accountant a certificate or
opinion to the effect that, according to the books and records of the Issuer, the Pledged
0
Revenues received by the Issuer for either (1) the last completed Fiscal Year next
preceding the adoption of the Additional Parity Obligations Resolution or (ii) any twelve
(12) consecutive months out of the previous eighteen (18) months next preceding the
adoption of the Additional Parity Obligations Resolution equal to not less than 1.40 times
the Maximum Annual Debt Service Requirements for all Parity Obligations then
Outstanding after giving effect to the issuance of the Additional Parity Obligations then
being issued and 1.0 times the average annual debt service requirements (computed in the
same manner as for Parity Obligations) of any Reserve Fund Obligation Payment, Parity
Obligations, Junior Lien Obligations and Subordinate Lien Obligations to be outstanding
after the issuance of the then proposed Additional Parity Obligations.
(C) In addition to the 2021 Reserve Fund for the Bonds and any debt service
reserve funds for the Previously Issued Parity Obligations, the Issuer may create and
establish a debt service reserve fund pursuant to the provisions of any Additional Parity
Obligations Resolution for the purpose of securing that particular issue or series of Parity
Obligations or any specific group of issues or series of Parity Obligations and the
amounts once deposited or credited to said debt service reserve funds shall no Ionger
constitute Pledged Revenues and shall be held solely for the benefit of the owners of the
14
particular Parity Obligations for which such debt service reserve fund was established.
Each such debt service reserve fund shall be designated in such manner as is necessary to
identify the Parity Obligations it secures and to distinguish such debt service reserve fund
from. the 2021 Reserve Fund and the debt service reserve funds created for the benefit of
other Parity Obligations.
(d) No Additional Parity Obligations may be issued without p0
rior written
consent of any applicable Bond Insurer if any Reserve Fund Obligation Payment is past
due and owing to any Bond Insurer and such Bond Insurer is not in default under the
payment provisions of the Reserve Fund Obligation.
Section 19. JUNIOR LIEN AND SUBORDINATE DEBT. Except as may be limited
by resolution, the Issuer shall have the right to issue or create Junior Lien Obligations and
Subordinate Lien Obligations payable from or secured by a lien on all or any part of the Pledged
Revenues for any lawful purpose without complying with the provisions of Section 18 hereof,
provided the pledge and the lien securing such debt is subordinate to the pledge and lien
established, made and created in Section 6 of this Resolution with respect to the Pledged
Revenues to the payment and security of the Parity Obligations.
Section 20. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Resolution and in every Bond; it will
promptly pay or cause to be paid the principal of and interest on every Bond on the dates
and in the places and manner prescribed in this Resolution and the Bonds; and it will, at
the times and in the manner prescribed, deposit or cause to be dey"osited the amounts
required to be deposited into the Funds created hereby; and any Registered Owner of the
Bonds may require the Issuer, its officials and employees to carry out, respect or enforce
the covenants and obligations of this Resolution, by all legal and equitable means,
including specifically, but without limitation, the use and filing of mandamus
proceedings, i*n any court of competent jurisdiction, against the Issuer, its officials and
employees, or by the appointment of a receiver in equity.
(b) It is a duly created and existing industrial development corporation, and is
duly authorized under the laws of the State of Texas, including the Act, to issue the
Bonds; all action on its part for the issuance of the Bonds has been duly and effectively
taken, and that the Bonds in the hands of the Registered Owners thereof are and will be
valid and legally binding special obligations of the Issuer in accordance with their terms
except as the enforceability thereof may be limited bl'ilill������� bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws now or hereafter enacted
0
relating to creditors' rights generally or by general principles of equity which permit the
exercise ofjudicial discretion.
is
(c) (i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at
the rate voted at the Election, and the Issuer hereby warrants and represents that the City
has duly and lawfully ordered the imposition and collection of the Sales Tax upon all
sales, uses and transactions as are permitted by and described in the Act throughout the
boundaries of the City as such boundaries existed on the date of said Election and as they
may be expanded from time to time,,
(ii) For so long as any Bonds are Outstanding, the Issuer covenants,
agrees and warrants to take and pursue all action Permissible under applicable law
to cause the Sales Tax, at said rate or at a higher rate if permitted by applicable
law, to be levied and collected continuously, in the manner and to the maximum
extent permitted by applicable law, and to cause no reduction, abatement or
exemption in the Sales Tax or rate of tax below the rate stated, confirmed and
ordered in subsection (c)(i) of this Section to be ordered or permitted so long as
any Bonds shall remain Outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply,
impose and levy the Sales Tax on any taxable items or transactions that are not
subject to the Sales Tax on the date of the adoption hereof, the Issuer, to the
extent it legally may do so, hereby covenants and agrees to use its best efforts to
cause the City to take such action as may be required by applicable law to subject
such taxable items or transactions to the Sales Tax.
(iv) The Issuer agrees to take and pursue all action permissible under
applicable law to cause the Sales Tax to be collected and remitted and deposited
as herein required and as required by the Act, at the earliest and most frequent
times permitted by applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to
cause the City to comply with the Transfer Agreement.
(d) It will keep proper books of record and account in which full, true and correct
entries will be made of all dealings, activities and transactions relating to the Project, the
Pledged Revenues and the Funds created pursuant to this Resolution, and all books,
documents and vouchers relating thereto shall at all reasonable times be made available
for inspection upon request of any Registered Owner of the Bonds.
(e) It will maintain its corporate ex41
istence during the time that any Bonds are
Outstanding hereunder.
Section 21. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Resolution, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
16
have been made or caused to be made in accordance with the terms thereof (including the giving
40
of any required notice of redemption or the establishment of irrevocable provisions for the giving
of such notice) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company
or commercial bank for such payment (1) lawful money of the United States of America
sufficient to make such payment, (2) Defeasance Securities, certified by a nationally recognized
independent financial analyst or firm of certified public accountants to mature as to principal and
interest in such amounts and at such times as will ensure the availability, without reinvestment,
of sufficient moneYto provide for such payment and when proper arrangements have been made
by the Issuer with the Paying Agent/Registrar or an eligible trust company or commercial bank
for the payment of its services until all Defeased Bonds shall have become due and payable or
(3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased
Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by,
payable from, or entitled to the benefits of, the Pledged Revenues herein pledged as provided in
this Resolution, and such principal and interest shall be payable solely from such money or
Defeasance Securities, and thereafter the Issuer will have no further responsibility with respect to
amounts available to such Paying Agent/Registrar (or other financial institution permitted by
applicable law) for the payment of such Defeased Bond, including any insufficiency therein
caused by the failure of the Paying Agent/Regl'ostrar (or other financial institution permitted by
law) to receive payment when due on the Defeasance Securities.
(b) The deposit under clause (n) of subsection (a) shall be deemed a payment of a
Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or
upon the establishment of irrevocable provisions for the giving of such notice, in accordance
with this Resolution. Any money so deposited with the Paying Agent/Registrar or an eligible
trust company or commercial bank as provided in this Section may at the discretion of the
Issuer's Board of Directors also be invested in Defeasance Securities, maturing in the amounts
and at the times as hereinbefore set forth, and all income from all Defeasance Securities in
possession of the Paying Agent/Registrar or an eligible trust company or commercial bank
pursuant to this Section which is not required for the payment of such Bond and premium, if any,
and interest thereon with respect to which such money has been soP deosited, shall be remitted to
the Issuer.
(c) Notwithstanding any provision of any other Section of this Resolution which may
be contrary to the provisions of this Section, all money or Defeasance Securities set aside and
held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds
and premium, i'*f any, and interest thereon, shall be aPPield to and used solely for the payment of
the particular Bonds and premium, if any, and interest thereon, with respect to which such money
or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Issuer shall make proper arrangements to provide and pay for such services as required by this
Resolution.
17
(d) Notwithstanding anything elsewhere in this Resolution, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the Registered Owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the Issuer retains the
right under Texas law to later call that Defeased Bond for redemption m accordance with the
provisions of this Resolution, the Issuer may call such Defeased Bond for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
40
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any Outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
0
delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner
hereinafter provided.
(b) Application for Replacement Bonds,, Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss,, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed
18
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Resolution equally and proportionately with any and all other Bonds duly issued
under this Resolution.,
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of
Chapter 1206, Texas Government Code, as amended, this Section shall constitute authority for
the issuance of any such replacement Bond without necessity of further action by the governing
body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is
40
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Bonds in the form and manner and with the effect, as
provided in Section 4(a) of this Resolution for Bonds issued in conversion and exchange for
other Bonds.
Section 23. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED.
The President of the Issuer's Board of Directors is hereby authorized to have control of the Initial
Bond issued and delivered hereunder and all necessary records and proceedings pertaining to the
Bonds pending their delivery and their investigation, examination, and approval by the Attorney
General of the State of Texas, and their registration by", the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy
designated in writing to act for the Comptroller) shall manually sign the Ci����111'1mptroller's
Registration Certificate attached to the Initial Bond, and the seal of the Comptroller shall be
impressed, or placed in facsimile, on such certificate. The approving legal opinion of the
Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Bonds issued and delivered under this Resolution, but neither shall have any legal
effect, and shall be solely for the convenience and information of the Registered Owners of the
Bonds. In addition, i'*f bond insurance or other credit enhancement is obtained, the Bonds may
bear an appropriate legend as provided by the insurer.
Section 24. RESERVED.
Section 25. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
as representative of the underwriters of the Bonds (collectively,
the "Underwriters"), at the price of $ (which amount is equal to the
principal amount of the Bonds of $ less an underwriting discount of
$ ), all pursuant to the terms and provisions of a Purchase Agreement in
substantially the form attached hereto as Exhibit "D" which the President or Vice President of
the Board of Directors of the Issuer is hereby authorized and directed to execute and deliver, and
which the Secretary of the Board of Directors of the Issuer is hereby authorized and directed to
attest. The Issuer will initially deliver to the Underwriters one certificate for each maturity of the
Bonds authorized under this Resolution. The Bonds shall initially be registered in the name of
Citigroup Global Markets Inc.
In consultation with, and reliance upon the advice of the financial advisor for the Issuer,
the Issuer's Board of Directors hereby finds the terms and sale of the Bonds are the most
19
advantageous reasonably available on the date and time of the pricing of the Bonds given the
then existing market conditions and the stated terms of sale on such date and time and
accordingly that such terms are in the best interest of the Issuer.
Section 26. APPROVAL OF OFFICIAL STATEMENT. The Board of the Issuer
hereby approves the form and content of the Official Statement relating to the Bonds and any
addenda, supplement or amendment thereto, and approves the distribution of such Official
Statement in the reoffering of the Bonds by the Underwriters in final form, with such changes
therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of
the Preliminary Official Statement dated April , 2021 prior to the date hereof is confirmed,
approved and ratified. The Board of the Issuer hereby finds and determines that the Preliminary
Official Statement and final Official Statement were "deemed final" (as that term is defined in 17
CFR Section 240.15c (2)-12) as of their respective dates.
Section 27. USE OF BOND PROCEEDS; PROJECT AGREEMENT; 2021
PROJECT FUND. The proceeds from the sale of the Bonds (except for capitalized interest and
accrued interest, if any, which shall be deposited to the Debt Service Fund), shall be deposited
into the 2021 Project Fund of the Issuer and used to pay Costs of the Project. In accordance with
Section 501.152(6) of the Local Government Code, capitalized interest on the Bonds is limited to
before and during construction of the Project and until the first anniversary of the date the
construction of the Project is completed.
Notwithstanding the provisions of Section 9 hereof, interest earnings on amounts on
deposit in the 2021 Project Fund shall be used to pay Costs of the Project or, at the option of the
Issuer, transferred to the Debt Service Fund and used to pay amounts coming due with respect to
the Bonds. The Project Agreement, in substantially the form and substance as attached hereto as
Exhibit "E", is hereby approved and the President and the Secretary of the Board of Directors are
hereby authorized to execute, attest, seal and deliver the Project Agreement.
Section 28. EXECUTION OF DOCUMENTS. The President, Vice President and
Secretary of the Board of the Issuer are each hereby authorized to execute, deliver, attest and
affix the seal of the Issuer to all documents and instruments necessary and appropriate i*n
connection with the issuance, sale and delivery of the Bonds, including, without limitation, the
Purchase Agreement, Project Agreement, the Paying Agent/Registrar Agreement and the DTC
Blanket Issuer Letter of Representations.
Section 29. CONTINUING DISCLOSURE UNDERTAKING.
(a) Annual Reports. The Issuer shall provide annually to the MSRB, (1) within six
months after the end of each fiscal year of the Issuer ending in or after 2021, financial
information and operating data with respect to the Issuer of the general type included in the final
Official Statement authorized by Section 26 of this Resolution, being information of the type
described in Exhibit "C" hereto, including financial statements of the Issuer if an audit is
20
conducted separate and independent of the audit of the City, but i*f the audit of the City includes
an audit of the Issuer, then those portions of the City's audit relating to the Issuer if such audited
financial statements are then available, and (2) if not provided as part of such financial
information and operating data, audited financial statements oef thIssuer or the City, as
applicable, when and if available. Any financial statements to be provided shall be (i) prepared
in accordance with the accounting principles described in Exhibit "C" hereto, or such other
accounting principles as the Issuer may be required to employ from time to time pursuant to state
law or regulation, and in substantially the form included in the Official Statement, and (ii)
audited, I*f the Issuer or the City, as applicable, commissions an audit of such financial statements
and the audit is completed within the period during which they must be provided. If the audit of
such financial statements is not complete within 12 months after any such fiscal year end, then
the Issuer shall file unaudited financial statements within such 12-month period and audited
financial statements for the applicable fiscal year, when and if the audit report on such statements
becomes available.
If the Issuer changes its fiscal year, it will file notice of the change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the Issuer otherwise would
be required to provide financial information and operating data pursuant to this Section.
(b) Event Notices. The Issuer shall file notice of any of the following events with
respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after
the occurrence of the event:
(1) Principalmen
and interest ayt delinquencies*
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or
other material notices or determinations with respect to the tax status of the Bonds, or
other material events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
21
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the Issuer;
(13) The consummation of a merger, consolidat4P 40 4P ion, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than pursuant
to its terms, if mater9ialand
(14) Appointment of a successor or additional trustee or the change of name of a
trustee, if material; and
(15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
0
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12)
is considered to occur when any of the following -occur: the appointment of a receiver, fiscal
agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers of
the Issuer in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having superyision or jurisdiction over
substantially all of the assets or business of the Issuer and (b) the Issuer intends the words used in
the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in
this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885, dated August 20, 2018.
The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the
Issuer to provide financial information or operating data in accordance with subsection (a) of this
Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to
be no longer Outstanding in accordance with Section 21 of this Resolution.
22
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer makes no representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds -at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITH OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section
shall constitute a breach of or default under this Resolution for purposes of any other provision
of this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
0
duties of the Issuer under federal and state securities laws,,
The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature , status , or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment as well as such
changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount
of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the
Issuer (such as nationally recognized bond counsel) determines that such amendment will not
materially impair the interests of the holders and beneficial owners of the Bonds. The Issuer
may also repeal or amend the provisions of this Section if the SEC amends or repeals the
applicable provisions of the Rule or any court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, and the Issuer also may amend the provisions of this Section
in its discretion in any other manner or circumstance, but in either case only if and to the extent
that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such
provisions as so amended and (ii) any amendments or interpretations of the Rule. If the Issuer so
amends the provisions of this Section, the Issuer shall include with any amended financial
23
information or operating data next provided in accordance with this subsection (a) of this Section
an explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
(d) Format, Identifying Information, and Incorporation bv Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by
identifying information prescribed by the MSRB,,
Fiinancialnformation and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific
reference to any document (including an official statement or other offering document) available
to the public on the MSRB's Internet Web site or filed with the SEC.
Section 30. PROVISIONS RELATING TO BOND INSURANCE. It is hereby
determined that it is financially desirable and advantageous that the Bonds are to be sold with the
0
principal of and interest thereon being insured by BAM (defined below) as the Bond Insurer
pursuant to the Policy (defined below). The Issuer covenants and agrees, so long as BAM is not
in default under the Policy, to the following the following provisions will apply:
1. Notice and Other Information to be given to BAM. The Issuer will provide BAM
with all notices and other information it is obligated to provide (i) under its continuing disclosure
undertaking in Section 29 of this Resolution and (ii) to the holders of the Bonds.
The notice address of BAM is: Build America Mutual Assurance Company, 200 Liberty
Street, 27th Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No.
Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email:
notices@buildamerica.com. In each case in which notice or other communication refers to an
event of default or a claim on the Policy, then a copy of such notice or other communication
shall also be sent to the attention of the General Counsel at the same address and at
claims@buildamerica.com or at Telecopier: (212) 235-5214 and shall be marked to indicate
"URGENT MATERIAL ENCLOSED.""
2. Defeasance. The investments in the defeasance escrow relating to the Bonds shall be
0
limited to non -callable, direct obligations of the United States of America and securities fully
and unconditionally guaranteed as to the timely payment of principal and interest by the United
States of America, or as otherwise maybe authorized under State law and approved by BAM.
At least (three) 3 business days prior to any defeasance with respect to the Bonds, the
Issuer shall deliver to BAM draft copies of an escrow agreement, an opinion of bond counsel
regarding the validity and enforceability of the escrow agreement and the defeasance of the
Bonds and a verification report (a "Verification Report") prepared by a nationally recognized
independent financial analyst or firm of certified public accountants regarding the sufficiency of
the escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be
24
in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide
that:
a. Any substitution of securities following the execution and delivery of the
escrow agreement shall require the delivery of a Verification Report and the prior written
consent of BAM, which consent will not be unreasonably withheld.
b The Issuer will not exercise any prior optional redemption of Bonds
secured by the escrow agreement or any other redemption other than mandatory sinking
fund redemptions unless (i) the right to make any such redemption has been expressly
reserved in the escrow agreement and such reservation has been disclosed in detail in the
official statement for the refunding bonds, and (ii) as a condition to any such redemption
there shall be provided to BAM a Verification Report as to the sufficiency of escrow
receipts without reinvestment to meet the escrow requirements remaining following any
such redemption.
C's The Issuer shall not amend the escrow agreement or enter into a forward
purchase agreement or other agreement with respect to rights in the escrow without the
prior written consent of BAM.
3. PayinR Agent.
a.. BAM shall receive prior written notice of any name change of the paying
agent (the "Paying Agent") for the Bonds or thieres9nation or removal of the PaY ing
Agent.
b. No removal, resignation or term10
ination of the Paying Agent shall take
effect until a successor, meeting the requirements above or acceptable to BAM, shall be
qualified and appointed.
4,9 Amendments, Supplements and Consents. BAM's prior written consent i*s
required for all amendments and supplements to this Resolution, with the exceptions noted
below. The Issuer shall send copies of any such amendments or supplements to BAM and the
40
rating agencies which have assigned a rating to this Resolution.
a. Consent of BAM,. Any amendments or supplements to this Resolution shall
require the prior written consent of BAM with the exception of amendments or supplements:
i. To cure any ambiguity or formal defect or omissions or to correct
any inconsistent provisions in the transaction documents or in any supplement
thereto , or
ii. To grant or confer upon the holders of the Bonds any additional
rights, remedies, powers, authority or securitY'llillill� that may lawfully be granted to or
conferred upon the holders of the Bonds, or
25
iii. To add to the conditions, limitations and restrictions on the
issuance of bonds or other obligations under the provisions of this Resolution
other conditions, limitations and restrictions thereafter to be observed, or
iv. To add to the covenants and agreements of the Issuer in this
Resolution other covenants and agreements thereafter to be observed by the Issuer
0
or to surrender any right or power therein reserved to or conferred upon the
Issuer; or
V's To issue additional parity debt in accordance with the requirements
set forth in this Resolution (unless otherwise specified herein).
b. Consent of BAM in Addition to Bondholder Consent. Whenever this
Resolution requires the consent of holders of the Bonds, BAM's consent shall also be
required. In addition, any amendment, supplement, modification to, or waiver of, this
Resolution that adversely affects the rights or interests of BAM shall be subject to the
prior written consent of BAM.
C's Consent of BAM in the Event of Insolvency. Any reorganization or
liquidation plan with respect to the Issuer must be acceptable to BAM. In the event of
any reorganization or liquidation of the Issuer, BAM shall have the right to vote on behalf
of all holders of the Bonds absent a continuing failure by BAM to make a payment under
the Policy.
d. Consent of BAM Upon Default. Anything in this Resolution to the
contrary notwithstanding, upon the occurrence and continuance of a default or an event of
default, BAM shall be entitled to control and direct the enforcement of all rights and
remedies granted to the holders of the Bonds or Paying Agent for the benefit of the
holders of the Bond under this Resolution. No default or event of default may be waived
without BAM's written consent.
e. BAM as Owner. Upon the occurrence and continuance of a default or an
event of default, BAM shall be deemed to be the sole owner of the Bonds for all purposes
under the Bonds, including, without limitations, for purposes of exercising remedies and
approving amendments.
f Grace Period for Payment Defaults. No grace period shall be permitted
for payment defaults on the Bonds. No grace period for a covenant default shall exceed
30 days without the prior written consent of BAM.
919 Special Provisions for Insurer Default. If an Insurer Default shall occur
and be continuing, then, notwithstanding anything in paragraphs 4(a)-(e) above to the
contrary, (1) if at any time prior to or following an Insurer Default, BAM has made
payment under the Policy, to the extent of such payment BAM shall be treated like any
26
other holder of the Bonds for all purposes, including giving of consents, and (2) if BAM
has not made any payment under the Policy, BAM shall have no further consent rights
until the Particular Insurer Default is no Ionger continuing or BAM makes a payment
under the Policy, in which event, the foregoing clause (1) shall control. For Purposes of
this paragraph, "Insurer Default" means: (A) BAM has failed to make any payment
under the Policy when due and owing in accordance with its terms; or B BAM shall (1)
voluntarily commence any proceeding or file any petition seeking relief under the United
States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
similar law, (ii) consent to the institution of or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar
official for such party or for a substantial part of its property, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, or (vi) take action for the purpose
of effecting any of the foregoing; or (C) an'y state or federal agency or instrumentality
C;Fshall order the suspension of payments on the Policy or shall obtain an order or grant
approval for the rehabilitation, liquidation, conservation or dissolution of BAM
(including without limitation under the New York Insurance Law).
'D
5. BAM as Third Party Beneficiary. BAM is recognized as and shall be deemed to
be a third party beneficiary of the Bonds and may enforce the provisions of the Bonds as if it
were a party thereto.
6. Payment Procedure Under the Policy. In the event that principal and/or interest
due on the Bonds shall be paid by BAM pursuant to the Policy, the Bonds shall remain
outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by
the Issuer, the assignment and pledge of the trust estate and all covenants, agreements and other
obligations of the Issuer to the registered owners shall continue to exist and shall run to the
benefit of BAM, and BAM shall be subrogated to the rights of such registered owners including,
without limitation, any rights that such owners may have in respect of securities law violations
arising from the offer and sale of the Bonds.
In the event that on the second (2nd) business day prior to any payment date on the
Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest
on the Bonds due on such payment date, the Paying Agent shall immediately notify BAM or its
designee on the same business day by telephone or electronic mail, of the amount of the
deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the
Paying Agent shall so notify BAM or its designee.
In addition, if the Paying Agent has notice that any holder of the Bonds has been
40
required to disgorge payments of principal of or interest on the Bonds pursuant to a final, non-
0
appealable order by a court of competent jusdiction that such payment constitutes an
avoidable preference to such holder within the meaning of any applicable bankruptcy law, then
the Paying Agent shall notify BAM or its designee of such fact by telephone or electronic mail,
or by overnight or other delivery service as to which a delivery receipt is signed by a person
authorized to accept delivery on behalf of BAM.
27
The Paying Agent shall irrevocably be designated, appointed, directed and authorized to
act as attorney -in -fact for holders of the Bonds as follows:
a) If there is a deficiency in amounts required to pay interest and/or principal
on the Bonds, the Paying Agent shall (i) execute and deliver to BAM, in form satisfactory
to BAM, an instrument appointing BAM as agent and attorney -in -fact for such holders of
the Bonds in any legal proceeding related to the payment and assignment to BAM of the
claims for interest on the Bonds, (ii) receive as designee of the respective holders (and
not as Paying Agent) in accordance with the tenor of the Policy payment from BAM with
respect to the claims for interest so assigned, and (iii) disburse the same to such
respective holders; and
b) If there is a deficiency in amounts required to pay principal of the Bonds,
the Paying Agent shall (i) execute and deliver to BAM, in form satisfactory to BAM, an
instrument appointing BAM as agent and attorney- in -fact for such holder of the Bonds in
any legal proceeding related to the payment of such principal and an assignment to BAM
of the Bonds surrendered to BAM, (ii) receive as designee of the respective holders (and
not as Paying Agent) in accordance with the tenor of the Policy payment therefore from
BAM, and (i*i*i*) disburse the same to such holders.
The Paying Agent shall designate any portion of payment of principal on Bonds paid by
BAM, whether by virtue of mandatory sinking fund redemption, maturity or other advancement
of maturity, on its books as a reduction in the principal amount of Bonds registered to the then
current holder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to
BAM, registered in the name directed by BAM, in a principal amount equal to the amount of
principal so paid (without regard to authorized denominations); provided that the Paying
Agent's failure to so designate any payment or issue any replacement Bond shall have no effect
0
on the amount of principal or interest payable by the Issuer on any Bond or the subrogation or
assignment rights of BAM.
Payments with respect to claims for interest on and principal of Bonds disbursed by the
Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of
the Issuer with respect to such Bonds, and BAM shall become the owner of such unpaid Bonds
and claims for the interest in accordance with the tenor of the assignment made to it under the
provisions of the preceding paragraphs or otherwise.
Irrespective of whether any such assignment is executed and delivered, the Issuer and
the Paying Agent agrees for the benefit of BAM that:
a) They recognize that to the extent BAM makes payments directly or
0
indirectly (e.g., by paying through the Paying Agent), on account of principal of or
interest on the Bonds, BAM will be subrogated to the rights of such holders to receive the
amount of such principal and interest from the Issuer, with interest thereon, as provided
and solely from the sources stated in this Resolution and the Bonds's
; and
28
b) They will accordingly pay to BAM the amount of such principal and
interest, with interest thereon as provided in the transaction documents and the Bonds0 40
but only from the sources and in the manner provided therein for the payment of principal
of and interest on the Bonds to holders, and will otherwise treat BAM as the owner of
Is
such rights to the amount of such principal and interest.
7,9 Additional Payments. To the extent permitted by law and subject to annual
appropriation, the Issuer agrees unconditionally that it will pay or reimburse BAM on demand
any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or
incur, including, but not limited to, fees and expenses of BAM's agents, attorneys, accountants,
consultants, appraisers and auditors and reasonable costs of investigations, in connection with the
administration (including waivers and consents, if any), enforcement, defense, exercise or
0
preservation of any rights and remedies in respect of the Bonds ("Administrative Costs"). For
purposes of the foregoing, costs and expenses shall include a reasonable allocation of
compensation and overhead attributable to the time of employees of BAM spent in connection
with the actions described in the preceding sentence. The Issuer agrees that failure to pay any
Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount
at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to
BAM until the date BAM is paid in full.
Notwithstanding anything herein to the contrary, the Issuer agrees to pay to BAM (i) a
sum equal to the total of all amounts paid by BAM under the Policy (`BAM Policy Payment');
and (ii) interest on such BAM Policy Payments from the date paid by BAM until payment
thereof in full by the Issuer, payable to BAM at the Late Payment Rate per annum (collectively,
"BAM Reimbursement Amounts") compounded semi-annually. Notwithstanding anything to the
contrary, including without limitation the post default application of revenue provisions, BAM
Reimbursement Amounts shall be, and the Issuer hereby covenants and agrees that the BAM
Reimbursement Amounts are, payable from and secured by a lien on and pledge of the same
revenues and other collateral pledged to the Bonds on a parity with debt service due on the
Bonds.
849 2021 Reserve Fund and 2021 Project Fund.
a. The prior written consent of BAM shall be a condition precedent to the
deposit of any credit instrument provided in lieu of a cash deposit into the 2021 Reserve
Fund, if any. Amounts on deposit in the 2021 Reserve Fund shall be applied solely to the
payment of debt service due on the Bonds.
b. Unless BAM otherwise directs, upon the occurrence and continuance of an
event of default or an event which with notice or lapse of time would constitute an event
of default, amounts on deposit in the 2021 Project Fund shall not be disbursed, but shall
instead be applied to the payment of debt service or redemption price of the Bonds.
9. Exercise of Riahts bv BAM. The rights granted to BAM under this Resolution to
request, consent to or direct any action are rights granted to BAM in consideration of its issuance
29
of the Policy. Any exercise by BAM of such rights is merely an exercise of the BAM's
9
contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf,
of the holders of the Bonds and such action does not evidence any position of BAM, affirmative
or negative, as to whether the consent of the holders of the Bonds or any other person is required
in addition to the consent of BAM.
10's BAM shall be entitled to pay principal or interest on the Bonds that shall become
Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are
defined in the Policy) whether or not BAM has received a claim upon the Policy.
11. No contract shall be entered into or any action taken by which the rights of BAM
or security for or source of payment of the Bonds may be impaired or prejudiced in any material
respect except upon obtaining the prior written consent of BAM.
12. Definitions.
"BAM" shall mean Build America Mutual Assurance Company, or any successor thereto.
"Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of
interest, publicly announced from time to time by JPMorizangChase Bank, N.A. at its principal
office in The City of New York, New York, as its prime or base lending rate ("Prime Rate") (any
change in such Prime Rate to be effective on the date such change is announced by JPMonzan
Chase Bank, N.A.) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and
(b) the maximum rate permissible under applicable usury or similar laws limiting interest rates,,
In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate
shall be the prime or base lending rate of such other bank, banking association or trust company
as BAM, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on
any amount owing to BAM shall be computed on the basis of the actual number of days elapsed
in a year of 360 days.
"Policy" shall mean the Municipal Bond Insurance Policy issued by BAM that guarantees
the scheduled payment of principal of and interest on the Bonds when due.
Section 31. REMEDIES IN THE EVENT OF DEFAULT. In addition to all of the
rights and remedies provided by the laws of the State of Texas, it is specifically covenanted and
agreed particularly that in the event the Issuer (i) defaults in the payments to be made to the Debt
Service Fund, as required by this Resolution, (ii) defaults in the observance or performance of
any other of the covenants, conditions, or obligations set forth in this Resolution, the Registered
Owner or Registered Owners of any Parity Obligations shall be entitled to appointment of a
receiver in equity or a writ of mandamus issued by a court of proper jurisdiction, compelling and
requiring the Issuer, its officers, the Board of Directors, and/or all of them in their respective
official capacities, to observe and perform any covenants, conditions, or obligations prescribed in
this Resolution.
30
No delay or omission to exercise any right or power accruing upon any default shall
0
impair any such right or power, or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient.
The specific remedies herein provided shall be cumulative of all other existing remedies
and the specifications of such remedies shall not be deemed to be exclusive. In determining
whether a payment default has occurred or whether payment of the Bonds has been made under
this Resolution, no effect shall be given to payments under any bond insurance policy.
Section 32. NO RECOURSE AGAINST OFFICIALS. No recourse shall be had for
the payment of principal of or interest on any Parity Obligations or for any claim based thereon
or on this Resolution against any official of the Issuer or the City or any person executing any
Parity Obligations.
Section 33. FURTHER ACTIONS. The officers and employees of the Issuer and the
City are hereby authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and under
the corporate seal and on behalf of the Issuer all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Resolution, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar
Agreement, any insurance commitment letter or insurance policy and the Official Statement,, In
addition, prior to the initial delivery of the Bonds, the President or Vice President of the Board,
the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Resolution or to any of the instruments authorized and approved by
this Resolution necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Resolution and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies or satisfy requirements of any Bond Insurer, (iii*) obtain a Reserve Fund Obligation
covering all or a portion of the Required Reserve Amount or (iv) obtain the approval of the
Bonds by the Texas Attorney General's office.
In case any officer of the Issuer whose signature shall appear on any Bond shall cease
to be such officer before the delivery of such Bond, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such
delivery.
Section 34. AMENDMENT OF RESOLUTION. (a) Any Bond Insurer and the
Registered Owners of the Parity Obligations aggregating a majority in principal amount of the
aggregate principal amount of then Outstanding Parity Obligations shall have the right from time
to time to approve any amendment to this Resolution which may be deemed necessary or
desirable by the Issuer, provided, however, that without the consent of any Bond Insurer and the
Registered Owners of all of the effected Parity Obligations at the time outstanding, nothi*ng
herein contained shall permit or be construed to permit the amendment of the terms and
conditions in this Resolution or in the Parity Obligations so as to:
31
(i) Make any change in the maturity of the Outstanding Parity Obligations;
(ii) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
(I*ii) Reduce the amount of the principal payable on the outstanding Parity Obligations;
(iv) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such Payment;
(v) Affect the rights of the Registered Owners of less than all of the Parity
Obligations then outstanding;
40 0 (vi) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the Issuer shall desire to amend this Resolution under this Section, the
Issuer shall cause notice of the proposed amendment to be delivered to any Bond Insurer and
published in a financial newspaper or journal of general circulation in the city of New York,
New York, once during each calendar week for at least two successive calendar weeks. Such
notice shall briefly set forth the nature of the proposed amenmendt and shall state that a copy
thereof is on file for inspection by all Registered Owners of Parity Obligations at the designated
trust office of the registrar for the Parity Obligations. Such publication is not required, however,
if notice in writing is given to each Registered Owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the Issuer shall receive an
0 instrument or instruments executed by the Registered Owners of at least a majority in aggregate
principal amount of all Parity Obligations then outstanding, which instrument or instruments
shall refer to the Proposed amendment described in said notice and which specifically consent to
and approve such amendment in substantially the form of the copy thereof on file with the
Paying Agent/Registrar, the Issuer Board of Directors may pass the amendatory resolution in
substantially the same form.
(d) Upon the passage of any amendatory resolution pursuant to the provisions of this
Section, this Resolution shall be deemed to be amended in accordance with such amendatory
0
resolution, and the respectiverights, duties and obligations under this Resolution of the Issuer
and all the Registered Owners of then outstanding Parity Obligations shall thereafter be
determined, exercised and enforced hereunder, sujbect in all respects to such amendments.
(e) Any consent given by the Registered Owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future Registered Owners of the same Parity Obligation during such period. Such consent
may be revoked at any time after six months from the date of the first publication of such notice
by the Registered Owners who gave such consent, or by a successor in title, by filing notice
32
thereof with the Paying Agent and the Issuer, but such revocation shall not be effective if the
Registered Owners of at least amajorityin aggregate principal amount of the then outstanding
Parity Obligations as in this Section defined have, prior to the attempted revocation, consented to
and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
40 Agent/RegistraAgent/Registrar.For purposes of this Section, the Registered Owner of a Parity Obligation in
such registered form shall be the owner thereof as shown on such Registration Books. The
Issuer may conclusively assume that such ownership continues until written notice to the
4'
contrary is served upon the Issuer.
(g) The foregoing provisions of this Section notwithstanding, the Issuer by action of the
Board may amend this Resolution for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the Issuer;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Resolution,
4M
or in regard to clarifying matters or questions arising under this Resolution, as are
necessary or desirable and not contrary to or inconsistent with this Resolution and which
shall not adversely affect the interests of the Registered Owners of the Parity Obli9ations;
(3) To make any changes or amendments requested by any Rating Agency, as
a condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the Issuer, materially adversely affect the interests of the owners
of the outstanding Parity ObligationsD
(4) To make such changes, modifications or amendments as may be necessary
or desirable, which shall not adversely affect the interests of the owners of the
outstanding Parity Obligations, in order, to the extent permitted by law, to facilitate the
economic and practical utilization of credit agreements with respect to the Parity
Obligations including, without limitation, supplementing the definition of "Annual Debt
Service Requirements" to address the amortization of payments due and owing under a
credit agreement;
(5) To modify any of the provisions of this Resolution in any other respect
whatever, provided that (i*) such modification shall be, and be expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
modification shall cease to be outstanding, and (ii) such modification shall be specifically
41 referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
33
Notice of any such amendment may be published or given by the Issuer in the manner
described in subsection (b) of this Section40
; provided, however, that the publication of such notice
shall not constitute a condition precedent to the adoption of such amendatory resolution and the
failure to publish such notice shall not adversely affect the implementation of such amendment
as adopted pursuant to such amendatory resolution.
Section 35. PAYMENT OF ATTORNEY GENERAL FEE. The Issuer hereby
authorizes the disbursement of a fee equal to the lesser of (i*) one -tenth of one percent of the
principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination flee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
0
appropriate member of the Issuer's staff is hereby instructed to take the necessary measures to
make this payment. The Issuer I*s also authorized to reimburse the appropriate funds for such
payment from proceeds of the Bonds.
Section 36. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Resolution shall be deemed to appequao sar an
y lly tinguld Pllural and to all genders. The
titles and headings of the articles and sections of this Resolution and the Table of Contents of
this Resolution have been inserted for convenience of reference only and are not to be considered
a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof.
This Resolution and all the terms and provisions hereof shall be liberally construed to effectuate
the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien
on and pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 37. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Resolution are
hereby repealed to the extent of such conflict and the provisions of this Resolution shall be and
remain controlling as to the matters contained herein.
Section 38. INTERESTED PARTIES. Nothing in this Resolution expressed or
implied is intended or shall be -construed to confer upon, or to give to, any person or entity, other
than the Issuer and the Registered Owners of the Bonds, any right, remedy or claim under or by
reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
41
stipulations, promises and agreements in this Resolution contained by and on behalf of the Issuer
shall be for the sole and exclusive benefit of the Issuer and the Registered Owners of the Bonds.
Section 39. SEVERABILITY. If any provision of this Resolution or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Resolution would have been enacted without such invalid provision.
Section 40. EFFECTIVE DATE. This Resolution shall become effective upon
adoption by the Issuer's Board and approval by the City Council.
34
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the President of the Board of Directors of the Issuer and countersigned
with the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and
has caused the official s al of the Issuer to be duly impressed, or pl din facsimile, on this Bond.
�A
Secretary, Board ot Directors President, boardlof hectors
(SEAL)
EXHIBIT A
DEFINITIONS
As used in this Resolution, the following terms and expressions shall have the meanings
set forth below,'unless the text of this Resolution specifically indicates otherwise.
"2021 Project Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and 27 of this Resolution.
"2021 Reserve Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and I I of this Resolution.
"Act" means the Development Corporation Act, V.T.C.A. Local Government Code, Title
12, Subtitle C1, as amended, (formerly known as the Tex. Rev. Civ. Stat. Ann. Article 5190.6,
Section 4B), particularly Chapters 501 and 505 of the Local Government Code.
"Additional Parity Obligations" means bonds, notes warrants, certificates of obligation or
other debt obligations which the Issuer reserves the right to issue or enter into, as the case may
be, in the future in accordance with the terms and conditions provided in Section 18 of this
Resolution and which, together with the Bonds, are equally and ratably secured by a first lien on
and pledge of the Pledged Revenues on a parity with the Bonds under the terms of this
Resolution and an Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" means any resolution of the Board
authorizing and providing the terms and provisions of the Additional Parity Obligations.
"Amort'a
ization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
principal amount of such Term Bonds.
" Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Issuer on such Debt, or be payable in respect of any required
purchase of such Debt by the Issuer) in such Fiscal Year, and, for such purposes, any one or
more of the following rules shall apply at the election of the Issuer:
40
(a) If the principal (including the accretion of interest resulting from original issue
discount or compounding of interest) of any series or issue of Funded Debt due (or
payable in respect of any required purchase of such Funded Debt by the Issuer) in any
Fiscal Year either is equal to at least 25% of the total principal (including the accretion of
A-1
interest resulting from original issue discount or compounding of interest) of such Funded
Debt or exceeds by more than 50% the greatest amount of principal of such series or
issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due
in such Fiscal Year for such series or issue of Funded Debt being referred to herein and
throughout this Resolution as "Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service
calculated using the original principal amount of such Balloon Debt amortized over the
Term of Issue on a level debt service basis at an assumed interest rate equal to the rate
borne by such Balloon Debt on the date of calculation;
(b) In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the
Issuer a certificate providing for the retirement of (and the instrument creating such
Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for
(and the instrument creating such Balloon Debt shall permit the accumulation of a
sinking fund for), such Balloon Debt according to a fixed schedule stated in such
certificate ending on or before the Fiscal Year in which such principal (and premium, if
any) is due, then the principal of (and, in the case of retirement, or to the extent provided
for by the sinking fund accumulation, the premium, if any, and interest and other debt
service charges on) such Balloon Debt shall be computed as if the same were due in
accordance with such schedule , provided that this clause (2) shall apply only to Balloon
Debt for which the installments Previously, scheduled have been paid or deposited to the
sinking fund established with respect to such Debt on or before the times required by
such schedule; and provided further that this clause (2) shall not apply where the Issuer
has elected to apply the rule set forth in clause (1) above;
(C) Principal of and interest on Parity Obligations, or portions thereof, shall not be
included in the computation of the Annual Debt Service Requirements for any Fiscal
Year for which such principal or interest are Payable from funds on denositpor set aside in
trust for the payment thereof at the time of such calculations (including without limitation
capitalized interest and accrued interest so deposited or set aside in trust) with a financial
institution acting as fiduciary with respect to the Payment of such Debt; and
(d) As to any Parity Obligations that bear interest at a variable interest rate which
cannot be ascertained at the time of calculation of the Annual Debt Service Requirement
then, at the option of the Issuer, either (A) an interest rate equal to the average rate borne
by such Parity Obligations (or by comparable debt i*n the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal
to the 30-year Revenue Bond Index as most recently published i*n The Bond Buyer ,
shall be presumed to apply for all future dates, unless such index is no longer published
in The Bond Buyer, i*n which case an index of revenue bonds with maturities of at least
20 years which is published in a financial newspaper or journal with national circulation
may be used for this purpose (if two Series of Parity Obligations which bear interest at
variable interest rate, or one or more maturities within a Series, of equal par amounts, are
issued simultaneously with inverse floating interest rates providing a composite fixed
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interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall
be used in determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to ancalculation hiidatamadein theect
y storc, those payments y j
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"BAM" means Build America Mutual Assurance Company, or any successor thereto.,
"Board" or "Board ofDirectors" means the Board of Directors of the Issuer.
"Bond" or "Bonds" means the Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021, authorized to be issued
by this Resolution. In addition, the term "Bonds" as used in this Resolution means and includes
collectively the bonds initially issued and delivered pursuant to this Resolution and all substitute
bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued
pursuant hereto.
"Bond Insurer" means (i) BAM as the provider of the municipal bond insurance policy on
the Bonds or (ii) the provider of a Reserve Fund Obligation.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 4, or any successor system of book -entry registration.
"Cede & Co. " means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" means the City of Round Rock, Texas.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Cost" means with respect to the Project, the cost of acquisition, construction and
improvement of the Project as provided in the Act, including, without limitation, the cost of the
A-3
acquisition of all land, rights -of -way, property rights, easements, and interests, the cost of all
machinery and equipment, financing charges, interest during construction before and during
construction and until the first anniversary of the date the construction is completed, necessary
reserve funds, premiums for reserve fund surety policies and municipal bond insurance policies,
costs of ratings for the Bonds, cost of estimates and of engineering, accountant, financial advisor
and legal services, plans, specifications, surveys, estimates of cost and of revenue, other
expenses necessary or incident to determining the feasibility and practicability of acquiring,
constructing, reconstructing, improving, and exPanding any such Project, administrative expense,
and such other expense as may be necessary or incident to the acquisition, construction,
reconstruction, improvement and expansion thereof, the placing of the same in operation, and the
financing of the Project.
"Debt" and "Debt of the Issuer payablefrom Pledged Revenues" mean:
(a) all indebtedness payable from Pledged Revenues incurred or assumed by the Issuer
for borrowed money and all other financing obligations payable from Pledged Revenues
that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than indebtedness
otherwise treated as Debt hereunder) for borrowed money or for the acquisition,
construction or improvement of property or capitalized lease obligations that is
guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect
guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or
otherwise, to purchase any such indebtedness or to advance or supply funds for the
payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds
to or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether or not such property is delivered or such
services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item
shall be considered Debt unless such item constitutes indebtedness under generally accepted
accounting principles applied on a basis consistent with the financial statements of the Issuer in
prior Fiscal Years.
"Defeasance Securities" means (i) Federal Securities and (ii) noncallable obligations of
an agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
Issuer's Board of Directors adopts or approves proceedings authorizing the issuance of refunding
A-4
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds
are rated as to investment quality by a nationally recognized investment rating firm not less than
"AAA" or its equivalent.
"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Election " means collectively, the sales and use tax elections held by the City on August
99 1997 and on November 8, 2011 pursuant to the provisions of the Act.
" Federal Securities " means direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities
Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
"Fiscal Year" means the twelve-month accounting period used by the Issuer, currently
ending on September 30 of each year, which may be any twelve consecutive month period
established by the Issuer, but i*n no event may the Fiscal Year be changed more than one time in
any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Issuer that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are
renewable at the option of the Issuer to a date, more than one year after the original creation or
assumption of such Debt by the Issuer.
"Funds" means any fund created by this Resolution, the resolutions authorizing the
ID
Previously Issued Parity Obligations or any Additional Parity Obligations Resolution, as
applicable.
" Investment Act" means the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" means the Round Rock Transportation and Economic Development Corporation.
A-5
"Junior Lien Obligations" means (i) any bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt issued by the Issuer that are payable, in whole or in part,
from and equally and ratably secured by a lien on and pledge of the Pledged Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are
or will be pledged to the payment of any Parity Obligations issued by the Issuer but senior to the
lien on and pledge of the Pledged Revenues that are or will be pledged to the payment of any
Subordinate Lien Obligations, and (ii) obligations hereafter issued to refund any of the foregoing
if issued in a manner that provides that the refunding bonds are payable from and equally and
ratably secured, in whole or i*n part, by a lien on and pledge of the Pledged Revenues on a parity
with the Junior Lien Obligations. As of the date of this Resolution, the Issuer has no outstanding
Junior Lien Obligations.
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall
be excluded in making such computation,,
"Outstanding" — means, when used in this Resolution with respect to Parity Obligations,
as of the date of determination, the Bonds and other Parity Obligations theretofore sold, issued
and delivered by the Issuer, except:
(a) those Parity Obligations canceled or delivered to the transfer agent or
registrar for cancellation in connection with the exchange or transfer of such obligations;
(b) those Parity Obligations paid or deemed to be paid in accordance with the
provisions of Section 21 hereof or similar provisions of any resolution authorizing such
Parity Obligations; or
(c) those Parity Obligations that have been mutilated, destroyed, lost, or
stolen and replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" means, collectively, the Bonds, the Previously Issued Parity
Obligations and any Additional Parity Obligations.,
"Paying Agent/Registrar" means the financial institution so designated in accordance
with the provisions of Section 4 of this Resolution and any successor thereto. IL
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"Permitted Investments" means, these investments authorized by the Investment Act and
the Issuer's investment policy.
"Pledged Revenues" means all of the Issuer's receipts of the Sales Tax, less any amounts
due or owing to the Comptroller as charges for collection or retention by the Comptroller for
refunds and to redeem dishonored checks and drafts, to the extent such charges and retentions are
authorized or required by law.
"Previously Issued Parity Obligations" means the Issuer's Outstanding obligations
entitled "Round Rock Transportation and Economic Development Corporation Senior Lien Sales
Tax Revenue Refunding Bond, Series 2015", "Round Rock Transportation and Economic
Development Corporation Senior Lien Sales Tax Revenue Refunding Bond, Series 2017" and
"Round Rock Transportation and Economic Development Corporation Senior Lien Sales Tax
Revenue Bonds, Taxable Series 2019".
"ProjecP' means, collectively, designing and constructing a convention center facility and
the Costs necessary or incident to the undertaking of such Project.
"Project Agreement" means the agreement dated May 18, 2021 between the Issuer and
the City relating to the Project.
"Record Date" means Record Date as defined in the FORM OF BOND in Exhibit "B" to
this Resolution.
"Registered Owner" means the registered owner, whose name appears in the security
register for any Parity Obligation, including the Registration Books for the Bonds.
"Registration Books" means the books or records for the registration of the transfer and
exchange of the Bonds.
"Required Reserve Amount" means the amount required pursuant to the provisions of
Section I I of this Resolution to be maintained on deposit, held as securities and/or held as a
Reserve Fund Obligation for the benefit of the 2021 Reserve Fund.
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in
any debt service reserve fund for a series of Parity Obligations, including the 2021 Reserve Fund
for the Bonds, whereby the issuer of such obligation is obligated to provide funds up to and
including the maximum amount and under the conditions specified in such agreement or
instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is
obligated to make from Pledged Revenues under a Reserve Fund Obligation held in any debt
A-7
service reserve fund for a series of Parity Obligations, including the 2021 Reserve Fund for the
Bonds.
"Rule" means SEC Rule 15c2- 12, as amended from time to time.
"Sales Tax" means the one-half of one percent sales and use tax levied by the City within
the boundaries of the City as they now or hereafter exist, together with any increases in the
aforesaid rate if provided and authorized by the laws of the State of Texas, including specifically
the Act, and collected for the benefit of the Issuer, all in accordance with the Act,,
"SEC" means the United States Securities and Exchange Commission.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the resolutions which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the Issuer that are payable, in whole
or in part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the Pment of any Parity Obligations
ayand Junior Lien Obligations
issued by the Issuer, and (ii) obligations hereafter issued to refund any of the foregoing if issued
in a manner that provides that the refunding bonds are payable from and equally and ratably
secured, in whole or in part, by a lien on and pledge of the Pledged Revenues on a parity with the
Subordinate Lien Obligations. As of the date of this Resolution, the Issuer has no outstanding
Subordinate Lien Obligations.
"Term Bonds" means those Parity Obligations so designated in the resolutions
authorizing such bonds which shall be subject to retirement by operation of a mandatory
redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (I) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
"Transfer Agreement" means the Sales Tax Remittance Agreement dated as of May
2001, between the City and the Issuer. 15,
A-8
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE BOND,
TAXABLE SERIES 2021
NO. Rm
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT40
:
Date of Delivery
May 18, 2021
S
Maturity Date
PRINCIPAL
AMOUNT
CUSIP No.
DOLLARS
ON THE MATURITY DATE specified above, the Round Rock Transportation and
Economic Development Corporation (the "Issuer"), being a nonstock, nonprofit industrial
development corporation organized and existing under the laws of the State of Texas, pursuant to
Section 4B of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as
amended, now codified as Local Government Code, Title 12, Subtitle C 1 particularly Chapters
501 and 505 of the Local Government Code (the "Act"), and acting on behalf of the City of
Round Rock, Texas (the "City"), hereby promises to pay to the Registered Owner set forth above
or to the assignee or assignees thereof (either being hereinafter called the "Registered Owner"),
the Principal Amount specified above. The Issuer promises to pay interest on the unpaid
principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months)
from the Date of Delivery specified above at the Interest Rate per annum specified above.
Interest is Payable on February 15, 2022 and semiannually on each August 15 and February 15
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity;
except that if this Bond is required to be authenticated and the date of its authentication is later
40
than the first Record Date (hereinafter defined), such principal amount shall bear interest from
the interest payment date immediately preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest
payment date; Provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been
paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds
B-1
is determined only by a book entry at a securities depository for the Bonds, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with existi
ng arrangements between the Issuer and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond
at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York
Mellon Trust Company, National Association (the "Paying Agent/Registrar") at its designated
office flor payment currently in Dallas, Texas (the "Designated Payment/Transfer Office"). The
payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered
Owner hereof on each interest payment date by check or draft, dated as of such interest payment
date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer
required by the resolution authorizing the issuance of this Bond (the "Bond Resolution") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class
Is
postage prepaid, on each such interest Payment date, to the Registered Owner hereof, at its
address as it appeared on the close of business on the last day of the month immediately
preceding each such date (the "Record Date") on the registration books kept by the Paying
Agent/Registrar (the "Registration Books"),, In addition, interest may be paid by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the Registered Owner. In the event of anon-payment of interest on a scheduled payment date,
and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the
Registration Books at the close of business on the last business day immediately preceding the
date of mailing of such notice. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, payments made to the securities depository, or its nominee, shall be made in accordance
with arrangements between the Issuer and the securities depository. Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Bond
Resolution.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the Designated Payment/Transfer Office
of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond
that on or before each payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Debt Service Fund" created by the Bond Resolution, the amounts
required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
B-2
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS BOND is one of a series of Bonds dated May 18, 2021, authorized in accordance
with the Constitution and laws of the State of Texas, including particularly the Act, 1"n the
0
original principal amount of $ to provide funds for designing and constructing a
convention center facility as set forth in the Bond Resolution, capitalizing interest on the Bonds
and paying the costs of issuing the Bonds.
ON AUGUST 15, 20_ , or on any date thereafter, the Bonds maturing on and after
August 15, 20 may be redeemed prior to their scheduled maturities, at the option of the Issuer,
with funds derived from any available and lawful. source, as a whole, or in part, and, if in part,
the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the
Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of
$5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest
to the date fixed for redemption.
THE BONDS OF THIS SERIES maturing on August 15, 20 and August 15, 20_ are
0
subject to mandatory redemption prior to maturity in part at random, by lot or other customary
method selected by the Paying Agent/Registrar, at par plus accrued interest to the redemption
9
date9niamounts sufficient to redeem said Bonds on August 15, i*n the years and principal
amounts shown on the following schedule. Such Bonds shall be redeemed with funds from the
"Debt Service Fund" created by the Bond Resolution and shall be redeemed by the Paying
Agent/Registrar- in part prior to maturity with funds from the Debt Service Fund, for the principal
amount thereof and accrued interest to the date of redemption, and without premium, on each of
the aforesaid dates, in the principal amounts, respectively, as set forth in the following schedule:
* Final maturity.
Bonds Maturing August 15. 20
Redemption Principal,0
Date Amount
August 15, 20_ $
August 15, 20_
August 15, 20_
Bonds Maturing August 15, 20��
B-3
Redemption
Date
August 15, 20_
August 15, 20_
* Final maturity.
Principal
Amniint
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory sinking fund shall be reduced by the principal amount of any Bonds which, at
least 45 days prior to the mandatory sinking fund redemption date shall have been (1) purchased
by the Issuer and delivered to the Paying Agent/Registrar for redemption or (2) redeemed
40
pursuant to the optional redemption provision described below and delivered to the Paying
Agent/Registrar for cancellation.
AT LEAST 30 days prior to the date fixed for any optional redemption of Bonds or
portions thereof prior to maturity, the Issuer shall cause written notice of such redemption to be
sent by United States mail, first class, postage prepaid, to each Registered Owner of a Bond to be
redeemed, in whole or in part, at the address of the Registered Owner appearing on the
registration books of the Paying Agent/Registrar at the close of business on the business day next
preceding the date of mailing of such notice. Any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of whether received by the
Registered Owner. By the date fixed for any such redemption, due provision shall be made with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If such written notice of redemption is mailed and
if due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being Outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds havinhavingthe
same maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral multiple of $5,000, at the written request of the Registered Owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Resolution. Any notice of redemption shall either (i) explicitly state that
the Proposed redemption is conditioned on there being on deposit in the Debt Service Fund
sufficient money to pay the full redemption price of the Bonds to be redeemed or (ii) be sent only
if sufficient money to pay the full redemption price of the Bonds to be redeemed is on deposit in
the Debt Service Fund.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
B-4
bearing such interest rate shall be selected in accordance with the arrangements between the
Issuer and the securities depository.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the
Registered Owner or the assignee or assignees, hereof, be assigned, transferred, converted into
0
and exchanged for a like aggregate principal amount of fully registered Bonds, without interest
coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be,
having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Resolution. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, i"n form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees, in
whose name or names this Bond or any such portion or portions hereof is or are to be registered.
The form of Assig! nent printed or endorsed on this Bond may be executed by the Registered
Owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond or any portion or portions hereof from time to time by the
Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning, transefrring, converting and exchanging any Bond or portion thereof will
be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer,
conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (1)
during the period commencing with the close of business on anYecorRd Date and ending with
the opening of business on the next following principal or interest payment date, or (10i) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date40
; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Registered Owner of the unredeemed balance of the Bond.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transfe ng this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
B-5
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
40
validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or
proper to be performed, exist, and be done precedent to or in the authorization, issuance, and
delivery of this Bond have been performed, existed, and been done i*n accordance with law; that
this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any
political corporation, subdivision, or agency of the State of Texas, nor any member of the Board
of Directors of the Issuer, either individually or collectively, shall be obligated to pay the
principal of or the interest on this Bond and neither the faith and credit nor the taxing power
(except as described below) of the State of Texas, the City, or any other political corporation,
subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this
Bond; that the principal of and interest on this Bond, together with the Previously Issued Parity
Obligations and any Additional Parity Obligations hereafter issued, are secured by and payable
from a first lien on and pledge of certain funds created under the Bond Resolution and the
revenues defined in the Bond Resolution as the "Pledged Revenues, " which include the proceeds
of a one-half of one percent sales and use tax levied for the benefit of the Issuer by the City (the
"Sales Tax") pursuant to Section 4B of the Act which lien on and pledge is prior in right and
claim to the lien and pledge on the Pledged Revenues securing the Payment of the outstanding
C;FJunior Lien Obligations and any Subordinate Lien Obligations; and that the Registered Owner
0
hereof shall not have the right to demand payment of the principal of or interest on this Bond
from any tax proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by
the City pursuant to Section 4B of the Act, or from any other source.
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the
0
future on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues
which secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is
secured on a junior and subordinate lien with respect to the Pledged Revenues. The Bond
Resolution further provides that the Issuer may create a debt service reserve fund and fund it or
provide for iitto be funded in connection with the issuance of any oblgations or the incurrence of
0
any indebtedness which possesses a lien on and pledge of the Pledged Revenues on a parity with
the Bonds, and that such reserve shall secure only the obligations or indebtedness for which it
was funded or is to be funded. The Issuer has created a debt service reserve fund for the benefit
of the Bonds, but is only obligated to fund such debt service reserve fund upon falling below
certain coverage levels as set forth in the Bond Resolution.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Resolution
as provided therein, and under some (but not all) circumstances amendments thereto must be
0
approved by the Registered Owners of a majority in aggregate principal amount of the
Outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by such
terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
B-6
the terms and provisions of this Bond and the Bond Resolution constitute a contract between
each Registered Owner hereof and the Issuer.
THIS BOND is not an obligation described in Section 103(a) of the Internal Revenue
Code of 1986.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
41
manual or facsimile signature of the President of the Board of Directors of the Issuer and
countersigned with the manual or facsimile signature of the Secretary of the Board of Directors
of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Bond.
(facsimile signature)
Secretary, Board of Directors
(SEAL)
(facsimile signature)
President, Board of Directors
FORM OF PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated:
The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas
Paying Agent/Registrar
MD
B-7
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social SecurIs 10
ity or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
B-8
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
FORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE
Build America Mutual Assurance Company ("BAM"), New York, New York, has
delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled
payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust
Company, N.A, Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying
0
Agent"). Said Policy is on file and available for inspection at the principal office of the Paying
Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments
required to be made under the Policy shall be made in accordance with the provisions thereof. By
its purchase of these Bonds, the owner acknowledges and consents ito the subrogation and all
other rights of BAM as more fully set forth in the Policy and (n) that upon the occurrence and
continuance of a default or an event of default under the Resolution or this Bond, BAM shall be
deemed to be the sole owner of the Bonds for all purposes and shall be entitled to control and
direct the enforcement of all rights and remedies granted to the owners of the Bonds or the
trustee, paying agent, registrar or similar agent for the benefit of such owners under the
Resolution, at law or in equity.
FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC
ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to
by the Attorney General of the State of Texas, and that this Bond has
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Texas
validity and approved
been registered by the
Comptroller of Public Accounts of the State of
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL BOND
The Initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
B-9
"ON THE MATURITY DATE SPECIFIED BELOW, the Round Rock
Transportation and Economic Development Corporation (the "Issuer"), being a nonstock,
nonprofit industrial development corporation organized and existing under the laws of the State
of Texas, pursuant to Section 4B of the Development Corporation Act of 1979, Article 5190.6,
V.A.T.C.S., as amended, now codified as Local Government Code, Title 12, Subtitle C1
particularly Chapters 501 and 505 of the Local Government Code (the "Act"), and acting on
behalf of the City of Round Rock, Texas (the "City"), hereby promises to pay to the registered
owner set forth above or to the assignee or assignees thereof (either being hereinafter called the
"Registered Owner") on August 15 in each of the years, i*n the principal installments and bear*ng
interest at the per annum rates set forth in the following schedule:
Years Principal Amounts Rates
(Information from Sections 2 and 3 to be inserted)
40
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30-day months) from the Date of Delivery specified above at
the respective Interest Rate per annum specified above. Interest is payable on February 15, 2022
and semiannually on each August 15 and February 15 thereafter to the date of payment of the
principal installment specified above, or the date of redemption prior to maturity; except, that if
this Bond is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such principal amount shall bear interest from the interest
payment date immediately preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the immediately following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date41
; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been
paid, then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
B-10
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 29(a) of this Resolution:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included under the headings of
the Official Statement referred to) below:
(1) Table 1 - Debt Service Requirements;
(2) Table 2 - Historical City and Co oration Receipts of 1'V,2,,-0Y(0 and 'h% Sales Tax;
(3) Table 3 - Current Investments;
(4) Appendix B —City of Round Rock, Texas Annual Financial Report.*
* As noted therein, the Issuer's financial statements and operating results are included as
a component unit in the City's annual audited financial statement,, Issuer does not
40 40
commission a separate audit of its financial statements. Unless a separate audit of the
Issuer's financial statements is performed, the City's complete audited general purpose
financial report including notes will be provided on behalf of the Issuer for continuing
disclosure purposes.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Appendix B above.,
C-1
EXHIBIT D
PURCHASE AGREEMENT
D-1
EXHIBIT E
PROJECT AGREEMENT
Eml
CERTIFICATE FOR RESOLUTION NO. TB-2021-004
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAMS §
ROUND ROCK TRANSPORTATION AND ECOMONIC
DEVELOPMENT DEVELOPMENT CORPORATION §
We, the undersigned officers of the Board of Directors of the Round Rock Transportation
and Economic Development Corporation, (the "Corporation") hereby certify as follows:
1. The Board of Directors of the Corporation convened in REGULAR MEETING ON
THE 22ND DAY OF April, 2021, at the designated meeting place (the "Meeting"), and the roll
was called of the duly constituted officers and members of the Board, to wit:
Craig Morgan- President
Ryan Therrell - Vice President
Rick Villarreal - Secretary
Writ Baese- Director
John Honning — Director
Rudy Porter - Director
Amanda Swor - Director
and all of said persons were present, except the following absentees: , thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
RESOLUTION OF THE ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES
2021; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT
AGREEMENT AND A BOND PURCHASE AGREEMENT; APPROVING AN
OFFICIAL STATEMENT; AND APPROVING OTHER MATTERS RELATED
THERETO
was duly introduced for the consideration of the Board. It was then duly moved and seconded
that the Resolution be passed; and, after due discussion, the motion, carrying with it the passage
of the Resolution, prevailed and carried by the following vote:
AYES:
NOES:
2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that
the Resolution has been duly recorded in the Board's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the Board's minutes of the Meeting
pertaining to the passage of the Resolution; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the Board as
indicated therein; that each of the officers and members of the Board was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the aforesaid
Meeting, and that the Resolution would be introduced and considered for passage at the Meeting,
and each of the officers and members consented, in advance, to the holding of the Meeting for
RRTSDCSaIesTaxRevBonds2021: BondResCert
such purpose; that the Meeting was open to the public and public notice of the time, place and
purpose of the Meeting was given, all as required by Chapter 551, Government Code, as
amended and Section 49.064, Texas Water Code, as amended and as further modified by an
order issued by the Governor of the State of Texas on March 16, 2020, suspending certain
provisions of the Open Meetings Act in light of his disaster proclamation issued on March 13,
2020, regarding the novel coronavirus (COVID-19).
RRTSDCSalesTaxRevBonds2021: BondResCert
SIGNED AND SEALED this April 22, 2021.
Secretary, Board of Difectors
(SEAL)
t�opkfEtjr
0.
•
Q/
RRTSDCSa1esTaxRevBonds202 1: BondResCert
CERTIFICATE OF ISSUER'S GENERAL COUNSEL
THE STATE OF TEXAS §
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION §
I, the undersigned, General Counsel to ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION (the "Issuer") hereby certify as follows:
le This certificate is executed and delivered with reference to the "Round Rock
Transportation and Economic Development Corporation Senior Lien Sales Tax Revenue Bonds,
Taxable Series 2021," dated May 18, 2021, in the aggregate principal amount of
$ 000 (the "Bonds") and authorized by a resolution adopted by the board of
directors of the Issuer on April 22, 2021 (the "Bond Resolution"). Terms used herein and not
otherwise defined herein shall have the meaning given in the Bond Resolution.
2. The Issuer is a public instrumentality and duly constituted authority of the City
and is duly incorporated, validly existing and organized under the laws and Constitution of the
State of Texas.
3. No litigation of any nature is now pending, or, to my knowledge, threatened, i*n
any court (a) contesting the existence of the Issuer, (b) in any way challenging the titles of the
President or any of the other members of the Board of Directors to their respective offices, (c)
challenging the establishment or levy of the Sales Tax or the other authorized purposes of the
40 Issuer, or (d) seeking to restrain or enjoin the issuance or delivery of the Bonds, or the lien on
and pledge of the Pledged Revenues pledged to pay the principal of and interest on the Bonds, or
(e) in any way contesting or affecting the validity or enforceability of the Bond Resolution.
[The Remainder of This Page is Intentionally Left Blank]
EXECUTED this
. 5 jA) -' .- 5;;� 10
General ounsel
Round Rock Transportation and Economic
Development Corporation
SIGNATURE PAGE FOR CERTIFICATE
OF ISSUER'S GENERAL COUNSEL
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION
(Williamson and Travis Counties, Texas)
Senior Lien Sales Tax Revenue Bonds,
Taxable Series 2021
BOND PURCHASE AGREEMENT
April 22, 2021
President and Members of Board of Directors
Round Rock Transportation and Economic Development Corporation
221 East Main Street
Round Rock, Texas 78664
Ladies and Gentlemen:
The undersigned, Piper Sandler & Co. (the "Representative"), acting on its own
behalf and on behalf of the other underwriters listed on Schedule I hereto (collectively,
the "Underwriters"), and not acting as a fiduciary or agent for you, offers to enter into the
following agreement (the "Agreement') with the Round Rock Transportation and
Economic Development Corporation (the " Issue") which, upon the Issuer's written
acceptance of this offer, will be binding upon the Issuer and upon the Underwriters.
This offer is made subject to the Issuer's written acceptance hereof on or before 10:00
p.m., Central Time, on April 22, 2021, and, if not so accepted, will be subject to
withdrawal by the Underwriters upon written notice delivered by the Representative to
the Issuer at any time prior to the acceptance hereof by the Issuer. Terms not
otherwise defined in this Agreement shall have the same meanings set forth in the Bond
Resolution (as defined herein) or in the Official Statement (as defined herein).
1. Purchase and Sale of the Bonds. Subject to the terms and conditions
and in reliance upon the representations, warranties and agreements set forth herein,
the Underwriters hereby agree, jointly and severally, to purchase from the Issuer, and
the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all,
of the Issuer's $ Senior Lien Sales Tax Revenue Bonds, Taxable Series
2021 (the "Bonds"). The Issuer acknowledges and agrees that (i) the purchase and sale
of the Bonds pursuant to this Agreement is an arms -length commercial transaction
between the Issuer and the Underwriters, (ii) in connection therewith and with the
discussions, undertakings, and procedures leading up to the consummation of this
transaction, the Underwriters are and have been acting solely as principals and are not
acting as the agents or fiduciaries of the Issuer, (iii) the Underwriters have not assumed
4133-1602-2060.1
an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering
described herein or the discussions, undertakings, and procedures leading thereto
(regardless of whether the Underwriters have provided other services or are currently
providing other services to the Issuer on other matters) and the Underwriters have no
obligation to the Issuer with respect to the offering described herein except the
obligations expressly set forth in this Agreement, (iv) the Underwriters have provided to
the Issuer prior disclosures under Rule G-17 of the Municipal Securities Rule aking
Board ("MSRB"), and (v) the Issuer has consulted its own legal, financial, and other
advisors to the extent it has deemed appropriate. The Representative has been duly
authorized to execute this Agreement and to act hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the
maturities and redemption provisions and interest rates per annum are set forth in
Schedule II hereto. The Bonds shall be as described in and shall be issued and secured
under and pursuant to, the provisions of the resolution adopted by the Issuer on April
221 2021 (the `Bond Resolution').
The purchase price for the Bonds shall be $_
amount of the Bonds less an underwriting discount of $
(representing
�)n
the par
Delivered to the Issuer herewith is the Representative's good faith corporate
check payable to the order of the Issuer in the amount of $208 850 (the "Check"). In the
event the Issuer accepts this offer, the Check shall be held uncashed by the Issuer until
the time of Closing, at which time the Check shall be returned uncashed to the
Representative. In the event that the Issuer o ot accept this Agreement, the Check
shall be immediately returned to the Representative. Should the Issuer fail to deliver
the Bonds at the Closing, or should the Issuer be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds,
as set forth in this Agreement (unless waived by the Underwriters), or should such
obligations of the Underwriters be terminated for any reason permitted by this
Agreement, the Check shall immediately be returned to the Representative. In the
event that the Underwriters fail (other than for a reason permitted hereunder) to
purchase, accept delivery of and pay for the Bonds at the Closing as herein provided,
the Check shall be cashed and the amount thereof retained by the Issuer as and for
fully liquidated damages for such failure of the Underwriters, and, except al,F) set forth in
Sections 8 and 10 hereof, no party shall have any further rights against the other
hereunder. The Underwriters and the Issuer understand that in such event the Issuer's
actual damages may be greater or may be less than such amount. Accordingly, the
Underwriters hereby waive any right to claim that the Issuer's actual damages are less
than such amount, and the Issuer's acceptance of this offer shall constitute a waiver of
any right the Issuer may have to additional damages from the Underwriters for their
failure to purchase, accept delivery of and pay for the Bonds. The Representative
hereby agrees not to stop or cause payment on such check to be stopped unless the
Issuer has breached the terms of this Agreement.
The Underwriters hereby represent and warrant that they are exempt from the
requirements o ection .908 of the Texas Government Code, as amended,
K'A
4133-1602-2060.1
pursuant to subsection (c)(4) thereof, and, accordingly, the Underwriters are not
required to file a Certificate of Interested Parties Form 1295 otherwise prescribed
thereunder.
2. Public Offeri'nc. The Underwriters agree to make a bona fide public
offering of all of the Bonds at prices not to exceed the public offering prices set forth on
the inside front cover page of the Official Statement and, subsequently, may change
such offering prices without any requirement of prior notice. The Underwriters may offer
and sell Bonds to certain dealers (including dealers depositing Bonds into investment
trusts) and others at prices lower than the public offering prices stated on the inside
front cover page of the Official Statement.
3. The Official Statement.
(a) The Issuer previously has delivered, or caused to be delivered, to
the Underwriters the Preliminary Official Statement dated April 15, 2021 (the
"Preliminary Official Statement') in a "designated electronic format," as defined in
Rule G-32 ("Rule G-32") of the Municipal Securities Rulernaking Board (the
"MSRB"). The Issuer will prepare, or cause to be prepared, a final Official
Statement relating to the Bonds, which will be (i) dated the date of this
Agreement, (i8i) complete within the meaning of the United States Securities and
Exchange Commission's Rule 15c2-12, as amended (the "Rule"), in a
" designated electronic format 99 and (iv) substantially in the form of the most recent
version of the Preliminary Official Statement provided to the Underwriters before
the execution hereof. Such final Official Statement, including the cover page
thereto, all exhibits, schedules, anPendices, maps, charts, pictures, diagrams,
reports, and statements included or incorporated therein or attached thereto, and
all amendments and supplements thereto that may be authorized for use with
respect to the Bonds, is herein referred to as the "Official Statement." Until the
Official Statement has been prepared and is available for distribution, the Issuer
shall provide to the Underwriters sufficient quantities (which may be in electronic
format) of the Preliminary Official Statement as the Representative deems
reasonably necessary to satisfy the obligation of the Underwriters under the Rule
with respect to distribution to each potential customer, upon request, of a copy of
the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by
the Underwriters in connection with the public offering, sale and distribution of the
Bonds. The Issuer hereby represents and warrants that the Preliminary Official
Statement has been deemed "final" by the Issuer as of its date, except for the
omission of such information which is dependent upon the final pricing of the
Bonds for completion, all as permitted to be excluded by Section (b)(1) of the
Rule.
(c) The Issuer hereby authorizes the Official Statement and the
information therein contained to be used by the Underwriters i*n connection with
the public offering and the sale of the Bonds. The Issuer consents to the use by
3
4133-1602-2060.1
the Underwriters prior to the date hereof of the Preliminary Official Statement in
connection with the public offering of the Bonds. The Issuer shall provide, or
cause to be provided, to the Underwriters as soon as practicable after the date of
the Issuer's acceptance of this Agreement (but, in any event, not later than within
seven (7) business days after the Issuer's acceptance of this Agreement and in
sufficient time to accompany any confirmation that requests payment from any
customer) the Official Statement which is complete as of the date of its delivery to
the Underwriters. The Issuer shall provide the Official Statement, or cause the
Official Statement to be provided, (I) in a "designated electronic format 99
consistent with the requirements of Rule G-32 and (ii) in a printed format in such
quantity as the Representative shall reasonably request in order for the
Underwriters to comply with Section (b)(4) of the Rule and the rules of the
MSRB.
(d) If, after the date of this Agreement to and including the date the
Underwriters are no longer required to provide an Official Statement to potential
customers who request the same pursuant to the Rule (the earlier of (i) ninety
(90) days from the "end of the underwriting period" (as defined in the Rule) and
(11) the time when the Official Statement is available to any person from the
MSRB, but in no case less than twenty-five (25) days after the " end of the
underwriting period" for the Bonds), the Issuer becomes aware of any fact or
event which might or would cause the Official Statement, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state
a material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made, not
misleading, or if it is necessary to amend or supplement the Official Statement to
comply with law, the Issuer will notify the Representative (and for the purposes of
this clause provide the Underwriters with such information as the Representative
may from time to time reasonably request), and if, in the reasonable opinion of
the Representative, such fact or event requires preparation and publication of a
supplement or amendment to the Official Statement, the Issuer will forthwith
prepare and furnish, at the Issuer's own expense (*in a form and manner
approved by the Representative), either an amendment or a supplement to the
Official Statement so that the statements in the Official Statement as so amended
and supplemented will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading or so that the Official Statement will comply with law; provided,
however, that for all purposes of this Agreement and any certificate delivered by
the Issuer in accordance herewith, the Issuer makes no representations with
respect to the descriptions in the Preliminary Official Statement or the Official
Statement of The Depository Trust Company, New York, New York ("DTC"), or its
bookmentrymoniYYemsstor (the "Bond Insurer") under the
caption therein entitled "BOND INSURANCE". If such notification shall be
subsequent to the Closing, the Issuer shall furnish such legal opinions,
certificates, instruments and other documents as the Representative may
reasonably deem necessary to evidence the truth and accuracy of such
4
4133-1602-2060.1
supplement or amendment to the Official Statement. The Issuer shall provide
any such amendment or supplement, or cause any such amendment or
supplement to be provided, in a "designated electronic format' consistent with the
requirements of Rule G-32.
(e) The Representative hereby agrees to file the Official Statement with
the MSRB through its Electronic Municipal Market Access ("EMMA") system on
or before the date of the Closing. Unless otherwise notified in writing by the
Representative, the Issuer can assume that the " end of the underwriting period "
for purposes of the Rule is the date of the Closing.
4. Representations, Warranties, and Covenants of the Issuer. The
Issuer hereby represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a duly organized industrial development corporation
organized, operating and existing under the laws of the State of Texas (the
"State"), including particularly, Chapters 501 and 505 Texas Local Government
Code, as amended (collectively, the "AcY'), created by the City of Round Rock,
Texas (the "City'), and has full legal right, power and authority under the Act, and
at the date of the Closing will have full legal right, power and authority (i) to enter
into, execute and deliver this Agreement, to adopt the Bond Resolution including
the Continuing Disclosure Undertaking (as defined in Section 60)(3) hereof) and
all documents required hereunder and thereunder to be executed and delivered
by the Issuer (this Agreement, the Bond Resolution, and the Continuing
Disclosure Undertaking are hereinafter referred to as the "Issuer Documents"),
(11) sell, issue and deliver the Bonds to the Underwriters, as provided herein, and
(iii) carry out and consummate the transactions described in the Issuer
Documents and the Official Statement, and the Issuer has complied, and will at
the Closing be in compliance, in all material respects with the terms of the Act
and the Issuer Documents, as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently
with the acceptance hereof, the Issuer has duly authorized all necessary action
to be taken by it for (i) the adoption of the Bond Resolution and the issuance and
sale of the Bonds, (ii) the approval, execution and delivery of, and the
performance by the Issuer of the obligations on its part, contained in the Bonds
and the Issuer Documents and (111) the consummation by it of all other
transactions described in the Official Statement and the Issuer Documents and
any and all such other agreements and documents as may be required to be
executed, delivered and/or received by the Issuer in order to carry out, give effect
to, and consummate the transactions described herein and in the Official
Statements
(c) The Issuer Documents constitute legal, valid and binding
obligations of the Issuer subject to governmental immunity, bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of
equity relating to or affecting the enforcement of creditors' rights or by general
5
4133-1602-2060.1
principles of equity which permit the exercise of judicial discretion; the Bonds,
when issued, delivered and paid for, in accordance with the Bond Resolution and
this Agreement, will constitute legal, valid and binding obligations of the Issuer,
entitled to the benefits of the Bond Resolution and enforceable i*n accordance
with their terms by mandamus or other relief permitted by law, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws and
principles of equity relating to or affecting the enforcement of creditors' rights,
and subject to general principles of equity which permit the exercise of judicial
discretion; and upon the issuance, authentication and delivery of the Bonds as
aforesaid, the Bonds will be payable from, and secured by, a pledge of the
Pledged Revenues received by the Issuer, including the Sales Tax revenues, as
set forth in the Bond Resolution and as described in the Official Statement;
(d) On the date hereof and on the date of the Closing, the Issuer is not
in material breach of or default in any material respect under any applicable
constitutional provision, law or administrative regulation of the State or the United
States or any applicable judgment or decree that would have a material adverse
effect upon the operations or financial condition of the Issuer or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to
which the Issuer is a party or to which the Issuer is otherwise subject, and no
event has occurred and is continuing which constitutes or with the passage of
time or the giving of notice, or both, would constitute a material default or event
of default by the Issuer under any of the foregoing; and the execution and
delivery of the Bonds and/or the Issuer Documents and the adoption of the Bond
Resolution and compliance with the provisions on the Issuer's part contained
therein, will not conflict with or constitute a material breach of or default in any
material respect under any constitutional provision, law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement
or other instrument to which the Issuer is a party or to which the Issuer is or to
which any of its property or assets are otherwise subject nor will any such
execution, delivery, adoption or compliance result in the creation or imposition of
any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of the Pledged Revenues to be pledged to secure the
Bonds, or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Bond Resolution;
(e) All authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board, agency or
commission having jurisdiction of the matters which are required for the due
authorization of, which would constitute a condition precedent to, or the absence
of which would materially adversely affect the due performance by the Issuer of
its obligations under the Issuer Documents and the Bonds have been duly
obtained or will be obtained prior to Closing, except for the approval of the Bonds
by the Texas Attorney General, registration of the Bonds by the Comptroller of
Public Accounts, and such approvals, consents and orders as may be required
9
under the Blue Sky or securities laws of any jurisdiction in connection with the
offering and sale of the Bonds;
�-J
4133-1602-2060.1
(f) The Bonds and the Bond Resolution conform to the descriptions
thereof contained in the Official Statement under the caption "THE BONDS;" the
proceeds of the sale of the Bonds will be applied generally as described in the
Official Statement under the subcaption "THE BONDS —Sources and Uses of
Bond Proceeds; " and the Continuing Disclosure Undertaking conforms to the
description thereof contained in the Official Statement under the caption
"CONTINUING DISCLOSURE OF INFORMATION ";
(g) Except as may otherwise be described in the Official Statement,
during the last five (5) years the Issuer has complied in all material respects with
its previous Continuing Disclosure Undertakings made by it in accordance with
the Rule;
(h) Except as may otherwise be described in the Official Statement,
there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, government agency, public board or body, pending
or, to the knowledge of the Issuer, threatened against the Issuer, affecting the
existence of the Issuer or the titles of its officers to their respective offices, or
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of
the Bonds or the collection or remittance of Sales Tax revenues pledged to the
payment of principal of and interest on the Bonds pursuant to the Resolution ori'n
any way contesting or affecting the validity or enforceability of the Bonds or the
Issuer Documents, or contesting in any way the completeness or accuracy of the
Preliminary Official Statement or the Official Statement or any supplement or
amendment thereto, or contesting the powers of the Issuer or any authority for
the issuance of the Bonds, the adoption of the Bond Resolution or the execution
and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is
there any basis therefor, wherein an unfavorable decision, ruling or finding would
materially adversely affect the validity or enforceability of the Bonds or the Issuer
Documents; provided that for the purpose of this Agreement and any certificate
delivered by the Issuer in accordance with this Agreement, the Issuer makes no
representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of DTC or its book -entry -only system or the
Bond Insurer;
(i) As of the date thereof, the Preliminary Official Statement did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
(j) At the time of the Issuer's acceptance hereof and (unless the
Official Statement is amended or supplemented pursuant to paragraph (d) of
Section 3 of this Agreement) at all times subsequent thereto during the period up
to and including the twenty-fifth (25th) day subsequent to the " end of the
underwriting period," the Official Statement does not and will not contain any
untrue statement of a material fact or omit to state any material fact required to
7
4133-1602-2060.1
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(k) If the Official Statement is supplemented or amended pursuant to
paragraph (d) of Section 3 of this Agreement, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or amended
pursuant to such paragraph) at all times subsequent thereto during the period up
to and including the twenty-fifth (25th) day subsequent to the "end of the
underwriting period ", the Official Statement, as so supplemented or amended will
not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
(I) The Issuer will apply, or cause to be applied, the proceeds from the
sale of the Bonds as provided in and subject to all of the terms and provisions of
the Bond Resolution;
(m) The Issuer will furnish such information and execute such
instruments and take such action in cooperation with the Underwriters, at the
sole expense of the Underwriters, as the Representative may reasonably request
(1) to (i) qualify the Bonds for offer and sale under the Blue Sky or other
securities laws and regulations of such states and other jurisdictions in the United
States as the Underwriters may designate and (ii) determine the eligibility of the
Bonds for investment under the laws of such states and other jurisdictions and
(2) to continue such qualifications in effect so long as required for the distribution
of the Bonds (provided, however, that the Issuer will not be required to qualify as
a foreign corporation or to file any general or special consents to service of
process under the laws of any jurisdiction) and will advise the Representative
immediately of receipt by the Issuer of any notification with respect to the
suspension of the qualification of the Bonds for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose;
(n) The financial statements of the City and other financial information
regarding the Issuer in the Official Statement fairly present the financial position,
results of operations and condition of the Issuer as of the dates and for the
periods therein set forth; and there has been no adverse change of a material
nature ion such financial position, results of operations or condition, financial or
otherwise of the Issuer, since the dates of such statements and information;
(o) The Issuer is not a party to any litigation or other proceeding
pending or, to its knowledge, threatened which, if decided adversely to the Issuer,
would have a materially adverse effect on the financial condition or operations of
the Issuer;
(p) Prior to the Closing, the Issuer will not offer or issue any bonds,
notes or other obligations for borrowed money or incur any material liatiliti es,
direct or contingent, payable from or secured by the same revenue sources
4133-1602-2060.1
which will secure the Bonds, except as may be incurred in the ordinary course of
business, without the prior approval of the Representative (such approval not to
be unreasonably withheld);
(q) The Issuer, to the extent heretofore requested by the
Representative in writing, has delivered to the Representative true, correct,
complete, and legible copies of all information, applications, reports, or other
documents of any nature whatsoever submitted to any rating agency for the
purpose of obtaining a rating for the Bonds;
(r) Any certificate, signed by any official of the Issuer authorized to do
so in connection with the transactions described in this Agreement, shall be
deemed a representation and warranty by the Issuer to the Underwriters as to
the statements made therein; and
(s) The Issuer covenants that between the date hereof and the date of
the Closing it will take no action which will cause the representations and
warranties made in this Section to be materially untrue as of the date of the
Closing.
By delivering the Official Statement to the Underwriters, the Issuer shall be
deemed to have reaffirmed, with respect to such Official Statement, the representations,
warranties and covenants set forth above with respect to the Preliminary Official
Statement.
5. Closing.
(a) At 10:00 a.m. Central Time, on May 18, 2021 , or at such other time
and date as shall have been mutually agreed upon by the Issuer and the
Representative (the " Closing' ), the Issuer will, subject to the terms and conditions
hereof, deliver the Bonds to the Representative duly executed and authenticated,
together with the other documents hereinafter mentioned, and the Underwriters
will, subject to the terms and conditions hereof, accept such delivery and pay the
purchase price of the Bonds as set forth in Section 1 of this Agreement in
immediately available funds by wire transfer to the account of the Issuer as
indicated by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(the "Paying AgentlReginstrat"). Payment for the Bonds as aforesaid shall be
made at the offices of the Paying Agent/Registrar or such other place as shall
have been mutually agreed upon by the Issuer and the Representative.
(b) Delivery of the Bonds shall be made to the Paying Agent/Registrar
on behalf of DTC pursuant to DTC's FAST system. The Bonds shall be delivered
in definitive fully registered form, bearing CUSIP numbers without coupons, with
one Bond for each maturity of the Bonds registered in the name of Cede & Co.,
all as provided in the Bond Resolution and shall be made available to the
Representative at least one business day before Closing for purposes of
inspection.
4133-1602-2060.1
6. Closing Conditions. The Underwriters have entered into this Agreement
in reliance upon the representations, warranties and agreements of the Issuer contained
herein, and in reliance upon the representations, warranties and agreements to be
contained in the documents and instruments to be delivered at the Closing and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and
as of the date of the Closing. Accordingly, the Underwriters' obligations under this
Agreement to purchase, to accept delivery of and to pay for the Bonds shall be
conditioned upon the performance by the Issuer of its obligations to be performed
hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions, including the delivery by the
Issuer of such documents as are enumerated herein, in form and substance reasonably
satisfactory to the Representative:
(a) The representations and warranties of the Issuer contained herein
shall be true, complete and correct in all material respects on the date hereof and
on and as of the date of the Closing, as if made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements
and conditions required by this Agreement to t)e performed or complied with by it
prior to or at the Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Bonds
shall be in full force and effect and shall not have been amended, modified or
supplemented, except as may be required by the Attorney General of Texas, and
the Official Statement shall not have been supplemented or amended, except in
any such case as may have been agreed to by the Representative; (ii) the net
proceeds of the sale of the Bonds and any funds to be provided by the Issuer
shall be deposited and applied as described in the Official Statement and in the
Bond Resolution; and (iii) all actions of the Issuer required to be taken by the
Issuer shall be performed in order for Bond Counsel and counsel to the
Underwriters to deliver their respective opinions referred to hereafter;
(d) At the time of the Closing, all official action of the Issuer relating to
the Bonds and the Issuer Documents shall be in full force and effect and shall not
have been amended, modified or supplemented;
(e) At or prior to the Closing, the Bond Resolution shall have been duly
adopted by the governing body of the Issuer; and the Issuer shall have duly
executed and delivered and the Paying Agent/Registrar shall have duly
authenticated the definitive Bonds;
(f) At or prior to the Closing, the Municipal Bond Insurance Policy
issued by the Bond Insurer shall have been duly executed, issued and delivered
by the Bond Insurer;
(g) At the time of the Closing, there shall not have occurred any
change or any development involving a prospective change in the condition,
10
4133-1602-2060.1
financial or otherwise, or in the revenues or operations of the Issuer, from that set
forth in the Official Statement that, in the reasonable judgment o f the
Representative, is material and adverse and that makes it, in the reasonable
judgment of the Representative, impracticable to market the Bonds on the terms
and in the manner described in the Official Statement;
(h) The Issuer shall not currently be in default with respect to the
payment of principal or interest when due on any of its outstanding obligations for
borrowed money;
(i) All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions
described in this Agreement shall be reasonably satisfactory in legal form and
effect to the Representative;
(j) At or prior to the Closing, the Representative shall have received a
copy of each of the following documents:
(1) the Official Statement, and each supplement or amendment
thereto, if any, as ma)( have been agreed tobY the Representative;
(2) a copy of the Bond Resolution,
adopted and in full force and effect,
amendments as may have been agreed
counsel to the Underwriters;
(3) the undertaking of the
satisfies the requirements of section
Disclosure Undertaking" );
certified as having been duly
with such supplements or
:o by the Representative or
Issuer in the Bond Resolution which
(b)(5)(1) of the Rule (the "Continuing
(4) the approving opinion of McCall, Parkhurst & Horton L.L Pat
Austin, Texas ("Bond Counsef') with respect to the Bonds, in substantially
the form attached to the Official Statement;
(5) a supplemental opinion of Bond Counsel addressed to the
Issuer and the Underwriters, substantially to the effect that:
(i) the Bond Resolution has been duly adopted by the
Issuer and is in full force and effect;
the Bonds are exempted securities within the
meaning of Section 3(a)(2) of the Securities Act of 1933, as
amended (the "1933 Acf'), and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and it is not necessary, in
connection with the offering and sale of the Bonds, to register the
Bonds under the 1933 Act or to qualify the Bond Resolution under
the Trust Indenture Act; and
11
4133-1602-2060.1
(iii) Bond Counsel did not take part in the preparation of
the Official Statement, and such firm has not assumed any
responsibility with respect thereto or undertaken independently to
verify any of the information contained therein, except that, in its
capacity as Bond Counsel, such firm has reviewed the information
describing the Bonds under the captions "THE BONDS" (except the
subcaptions "Book -Entry -Only System," "Bondholders' Remedies,"
and "Sources and Uses of Bond Proceeds"), "TAX MATTERS,"
"CONTINUING DISCLOSURE OF INFORMATION " (except the
subcaption "Compliance with Prior Agreements") and the
subcaptions "Registration and Qualification of Bonds for Sale,"
"Legal Investments and Eligibility to Secure Public Funds in Texas,"
and "Legal Matters" under the caption "OTHER INFORMATION,"
and APPENDIX C and D and such firm is of the opinion that the
information relating to the Bonds and legal issues contained under
such captions and subcaptions is a fair and accurate description of
the laws and legal issues addressed therein, and, with respect to
the Bonds, such information conforms to the Bond Resolution;
(6) an opinion, dated the date of the Closing and addressed to
the Underwriters, of counsel to the Underwriters, to the effect that:
(i) the Bonds are exempted securities under the 1933
Act and the Trust Indenture Act and it is not necessary, in
connection with the offering and sale of the Bonds, to register the
Bonds under the 1933 Act and the Bond Resolution need not be
qualified under the Trust Indenture Act; and
based upon their participation in the preparation of the
Preliminary Official Statement and the Official Statement as counsel
for the Underwriters and their participation at conferences at which
the Preliminary Official Statement and the Official Statement were
discussed, but without having undertaken to determine
independently the accuracy, completeness or fairness of the
statements contained in the Preliminary Official Statement and the
Official Statement, such counsel has no reason to believe that the
Preliminary Official Statement as of its date and the Official
Statement as of its date and the closing date contained or contains
any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading
(except for any financial, forecast, technical and statistical
statements and data included in the Official Statement and the
information regarding DTC and its book -entry system and the
information regarding the Bond Insurer, in each case as to which no
view need be expressed);
12
4133-1602-2060.1
(7) a certificate, dated the date of Closing, of an appropriate
official of the Issuer to the effect that (i) the representations and warranties
of the Issuer contained herein are true and correct in all material respects
on and as of the date of Closing as if made on the date of Closing; (ii)
except as may otherwise be disclosed in the Official Statement, no
litigation or proceeding against the Issuer is pending or, to his or her
knowledge, threatened in any court or administrative body nor is there a
basis for litigation which would (a) contest the right of the directors, officers
or officials of the Issuer to hold and exercise their respective positions, (b)
contest the due organization and valid existence of the Issuer, (c) contest
the validity, due authorization and execution of the Bonds or the Issuer
Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent
the Issuer from functioning and collecting the Sales Tax revenues,
including payments on the Bonds, pursuant to the Bond Resolution, and
other income or the levy or collection of the Sales Tax revenues pledged
or to be pledged to pay the principal of and interest on the Bonds, or the
pledge thereof; (111) all official action of the Issuer relating to the Official
Statement, the Bonds and the Issuer Documents have been duly taken by
the Issuer, are in full force and effect and have not been modified,
amended, supplemented or repealed; (iv) to his or her knowledge, no
event affecting the Issuer has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the
purpose for which it is to be used or which it is necessary to disclose
therein in order to make the statements and information therein, in light of
the circumstances under which they were made, not misleading in any
material respect as of the time of Closing, and the information contained in
the Official Statement is correct in all material respects and, as of the date
of the Official Statement did not, and as of the date of Closing, does not,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made,
not misleading; and (v) there has not been any material adverse change in
the financial condition of the Issuer since September 30, 2020, the latest
date as of which audited financial information is available;
(8) the approving opinion of the Attorney General of the State of
Texas and the registration certificate of the Comptroller of Public Accounts
of the State of Texas in respect of the Bonds;
(9) any other certificates and opinions required by the Bond
Resolution for the issuance thereunder of the Bonds;
(10) evidence satisfactory to the Representative that the Bonds
have been assigned ratings of "[�"/"jam" (enhanced/unenhanced) by
S&P Global Ratings, Inc., the enhanced rating in reliance upon the
issuance of the Municipal Bond Insurance Policy by the Bond Insurer, and
that such ratings are in effect as of the date of Closing;
13
4133-1602-2060.1
(11) a copy of the Municipal Bond Insurance Policy issued by the
Bond Insurer together with an opinion of counsel to the Bond Insurer in
for and substance satisfactory to the Underwriter;
(12) a certificate of the Bond Insurer with respect to the accuracy
of statements contained in the Official Statement regarding the Municipal
Bond Insurance Policy and the Bond Insurer and the due authorization,
execution, issuance and delivery of the Municipal Bond Insurance Policy;
and
(13) such additional legal opinions, certificates, instruments and
other documents as the Representative, the Bond Counsel, or counsel to
the Underwriters may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the
Issuer's representations and warranties contained herein and of the
statements and information contained in the Official Statement and the
due performance or satisfaction by the Issuer on or prior to the date of the
Closing of all the respective agreements then to be performed and
conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof if, but only if, they are in form and substance reasonably
satisfactory to the Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in
this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery
of and to pay for the Bonds shall be terminated for any reason permitted by this
Agreement, this Agreement shall terminate and neither the Underwriters nor the Issuer
shall be under any further obligation hereunder, except that the respective obligations of
the Issuer and the Underwriters set forth in Sections 1 (with respect to the Check), 4
and 8 hereof shall continue in full force and effect.
7. Termination. The Representative shall have the right to cancel the
Underwriters' obligation to purchase the Bonds if (as evidenced by a written notice to
the Issuer terminating the obligation of the Underwriters to accept delivery of and pay
for the Bonds), between the date of this Agreement and the Closing, the market price or
marketability of the Bonds shall be materially adversely affected or the ability of the
Underwriters to enforce contracts for the sale of the Bonds, shall be materially adversely
affected, or both, in the reasonable judgment of the Representative, by the occurrence
of any of the following events:
(a) legislation introduced in or enacted (or resolution passed) by the
Congress or an order, decree or injunction issued by any court of competent
jurisdiction to the effect that obligations of the general character of the Bonds,
including any or all underlying arrangements, or the Bond Resolution, as the
14
4133-1602-2060.1
case may be, are not exempt from registration under or other requirements of the
Securities Act of 1933, as amended and as then in effect, the Securities
Exchange Act of 1934 as amended and as then in effect, or the Trust Indenture
Act of 1939, as amended and as then in effects
(b) a stop order, ruling, regulation or official statement by the Securities
and Exchange Commission, or any other governmental agency having
jurisdiction of the subject matter shall have been issued or made or any other
event occurs, the effect of which is that the issuance, offering or sale of the
Bonds, including any or all underlying arrangements, as described herein or by
the Official Statement or otherwise, is or would be in violation of any provisions of
the federal securities laws, including the Securities Exchange Act of 1934, as
amended and as then in effect or the Trust Indenture Act of 1939, as amended
and as then in effect;
(c) any state blue sky or securities commission or other governmental
agency or body in which more than fifteen percent (150Y(0) of the Bonds have been
offered and sold shall have withheld registration, exemption or clearance of the
offering of the Bonds as described herein, or issued a stop order or similar ruling
relating thereto;
(d) (1) there shall be in force a general suspension of trading in
securities on the New York Stock Exchange; (ii) a general banking moratorium
shall have been declared by federal, State of New York, or State officials
authorized to do so, or a material disruption in commercial banking or securities
settlement or clearance services shall have occurred; or (iii) there shall have
occurred, since the date hereof, any outbreak or escalation of hostilities involving
the United States (including, without limitation, an act of terrorism), declaration by
the United States, of a national emergency or war or other national or
international calamity or crisis, including, but not limited to, an ell Calation in the
scope of magnitude of any pandemic or natural disaster or any change in the
financial or economic conditions in the United States;
(e) the New York Stock Exchange or other United States national
securities exchange or any governmental authority shall impose, aillis to the Bonds
or as to obligations of the general character of the Bonds, any material
restrictions not now in force, or increase materially those now in force, with
respect to the extension of credit by, or the charge to the net capital requirements
of, the Underwriters;
(f) any amendment to the federal or State Constitution or action by any
federal or State court, legislative body, regulatory body or other authority
materially adversely affecting the tax status of the Issuer, its property, income,
securities (or interest thereon), or the validity or enforceability of the levy or
collection of the sales taxes pledged to pay principal of and interest on the
Bonds;
15
4133-1602-2060.1
(g) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect
any statement or information contained in the Official Statement, or has the'effect
that the Official Statement contains any untrue statement of material fact or omits
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;
(h) there shall have occurred since the date of this Agreement an
Y
materially adverse change in the affairs or financial condition of the Issuer except
for changes which the Official Statement discloses are expected to occur;
(i) any fact or event shall exist or have existed that, in the
Representative's reasonable judgment, requires or has required an amendment
of or supplement to the Official Statement;
(j) there shall have occurred any downgrading or published negative
credit watch or similar published information from a rating agency that at the date
of this Agreement has published a rating (or has been asked to furnish a rating
on the Bonds) on any of the Issuer's debt obligations that are secured in a like
manner as the Bonds, which action reflects a change or possible negative
change, in the ratings accorded any such obligations of the Issuer (including the
ratings to be accorded the Bonds) or any rating on the Bond Insurer; and
(k) the purchase of and payment for the Bonds by the Underwriters, or
the resale of the Bonds by the Underwriters, on the terms and conditions herein
provided shall be prohibited by any applicable law, governmental authority,
board, agency or common issi; provided, however, that such prohibition occurs
after the date of this Agreement and i*s not caused by the action, or failure to act,
of the Underwriters.
With respect to the conditions described in subparagraphs (f) and (I) above, the
Underwriters are not aware of any current law, pending or proposed law or government
inquiry or investigation as of the date of execution of this Agreement which would permit
the Representative to invoke the Underwriters' termination rights hereunder.
8. Expenses.
(a) The Underwriters shall be under no obligation to pay, and the Issuer
shall pay, any expenses incident to the performance of the Issuer's obligations
hereunder, including, but not limited to (i) the cost of preparation and printing of
the Bonds, (11) the fees and disbursements of Bond Counsel; (III) the fees and
disbursements of the Financial Advisor to the Issuer; (iv) the fees and
disbursements of any other engineers, accountants, and other experts,
consultants or advisers retained by the Issuer; (v) the fees for bond ratings and
municipal bond insurance, if any; (VI) the costs of preparing, printing and mailing
the Preliminary Official Statement and the Official Statement; (vii) the fees and
16
4133-1602-2060.1
expenses of the Paying Agent/Registrar; (viii) advertising expenses (except any
advertising expenses of the Underwriters as set forth below); (ix) the out-of-
pocket, miscellaneous and closing expenses, including the cost of travel, of the
officers and directors of the Issuer; and (x) any other expenses mutually agreed
to by the Issuer and the Representative to be reasonably considered expenses of
the Issuer which are incident to the transactions described herein.
(b) The Underwriters shall pay (from the expense component of the
underwriters' discount) (i) the cost of preparation and printing of this Agreement,
the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) the fees of
Digital Assurance Certification, LLC for a continuing disclosure compliance
review; (iii) all advertising expenses in connection with the public offering of the
Bonds; (iv) all other expenses incurred by them in connection with the public
offering of the Bonds, including the fees and disbursements of counsel retained
by the Underwriters and (v) other expenses incurred at the Underwriters'
discretion or on behalf of the Issuer's employees (including, but not limited to,
travel, lodging, meals, and similar expenses).
(c) The Issuer acknowledges that the Representative will pay from the
Underwriters' expense allocation of the underwriting discount the applicable per
bond assessment charged by the Municipal Advisory Council of Texas, a non-
profit corporation whose purpose is to collect, maintain and distribute information
relating to issuing entities of municipal securities. Notwithstanding that such fees
are solely the legal obligation of the Underwriters, the Issuer agrees to reimburse
the Underwriters for such fees as a portion of such expense allocation.
9. Notices. Any notice or other communication to be given to the Issuer
under this Agreement may be given by delivering the same in writing at the address for
the Issuer set forth above; and, any notice or other communication to be given to the
Underwriters under this Agreement may be given by delivering the same in writing to
Piper Sandler & Co. 6136 Frisco Square Blvd., Suite 400, Dallas, Texas 75034,
Attention: Rick Reedy.
10a Parties in Interest. This Agreement as heretofore specified shall
constitute the entire agreement between us and is made solely for the benefit of the
Issuer and the Underwriters (including successors or assigns of the Underwriters) and
no other person shall acquire or have any right hereunder or by virtue hereof. This
Agreement may not be assigned by the Issuer. All of the Issuer's representations and
warranties contained in this Agreement shall remain operative and in full force and
effect, regardless of (i) any investigations made by or on behalf of any of the
Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and
(I'ii) any termination of this Agreement.
11. Effectiveness. This Agreement shall become effective upon the
acceptance hereof by the Issuer and shall be valid and enforceable at the time of such
acceptance.
17
4133-1602-2060.1
12a Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
13. Severabili!y. If any provision of this Agreement shall be held or deemed
to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it
conflicts with any provision or provisions of any Constitution, statute, rule of public
policy, or any other reason, such circumstances shall not have the effect of rendering
the provision in question invalid, inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
14a Business D For purposes of this Agreement, "business day " means
any day on which the New York Stock Exchange is open for trading.
15a Section Hea a Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that such
section headings are not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.
16. Counterparts. This Agreement may be executed in several counterparts
each of which shall be regarded as an original (with the same effect as if the signatures
thereto and hereto were upon the same document) and all of which shall constitute one
and the same document.
17a No Personal Ligabili!y,. None of the members of the Board of Directors or
the City Council of the City, nor any officer, agent, or employee of the Issuer or the City,
shall be charged personally by the Underwriters with any liability, or be held liable to the
Underwriters under any term or provision of this Agreement, or because of execution or
attempted execution, or because of any breach or attempted or alleged breach, of this
Agreement.
18a Entire Agreement. This Agreement represents the entire agreement
between the Issuer and the Underwriters with respect to the preparation of the
Preliminary Official Statement and the Official Statement, the conduct of the offering,
and the purchase and sale of the Bonds.
No Boycott of Israel. Each of the Underwriters hereby verifies that it and its
parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do
not boycott Israel and, to the extent this Agreement is a contract for goods or services,
will not boycott Israel during the term of this Agreement. The foregoing verification is
made solely to comply with Section 2271-002 Texas Government Code, and to the
extent such Section does not contravene applicable Federal law. As used in the
foregoing verification, " boycott Israel it means refusing to deal with, terminating business
activities with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or with a person
or entity doing business in Israel or in an Israeli -controlled territory, but does not include
18
4133-1602-2060.1
an action made for ordinary business purposes. Each of the Underwriters understands
" affiliate" to mean an entity that controls, is controlled by, or ies under common control
with the Underwriter and exists to make a profit.
19m NO.Terrorist Oroanization. Each of the Underwriters represents that
neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and
other affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code, and posted on any of the following pages of such officer's internet
website: https:HcomptroIler.texas.gov/purchasing/docs/sudanmiist.pdf,
hftps:Hcomptroller.texas.gov/purchasing/docs/iranmlist.Pdf, or
https:HcomptroIler.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation
is made solely to comply with Section 2252.152 Texas Government Code, and to the
extent such Section does not contravene an1,Plicable Federal law and excludes each
Underwriter and each of its parent company, wholly- or majority -owned subsidiaries, and
other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization. Each of the Underwriters
understands " affiliate" to mean any entity that controls, is controlled by, or is under
common control with the Underwriter and exists to make a profit.
[Signature Page Follows.]
19
4133-1602-2060.1
If you agree with the foregoing, please sign the enclosed counterpart of this
Agreement and return it to the Representative. This Agreement shall become a binding
agreement between the Issuer and the Underwriters when at least the counterpart of
this Agreement shall have been signed by or on behalf of each of the parties hereto.
Respectfully submitted,
PIPER SANDLER & CO.
By:
Name:
Title:
ACCEPTED at [a.m./p.m.] central time this day of
2021.
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION
Schedule I - List of Underwriters
Schedule II - Schedule of Terms
Signature Page
Round Rock Transportation and Economic Development Corporation Senior Lien Sales
Tax Revenue Bonds, Taxable Series 2021
4133-1602-2060.1
SCHEDULE I
LIST OF UNDERWRITERS
Piper Sandler & Co.
FTN Financial Capital Markets
4133-1602-2060.1
SCHEDULE II
$[20,885,0001
Round Rock Transportation and Economic Development Corporation
Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021
Interest Accrues From: Date of Initial Delivery
$f J Serial Bonds
Maturity
Principal Interest Initial Maturity Principal Interest
(Aug. 15)
Amount Rate Yield(a) (Auq. 15) Amount Rate
2023
$ % % 2035 $
2024
2036
2025
2037
2026
2038
2027
2039
2028
2040
2029
2041
2030
2042
2031
2043
2032
2044
2033
2045
2034
2046
Initial
Yield(a)
[_]% Term Bonds due August 15, 20[__], Priced to Yield 1 1%(a)(b)(c)1
(a) The initial reoffering prices or yields of the Bonds are furnished by the Underwriters and represent the initial
offering prices or yields to the public, which may be changed by the Underwriters at any time; subject,
however, to the provisions of the Agreement to which this Schedule is attached.
(b) The Bonds stated to mature on and after August 15, 20 , are subject to optional redemption, in whole or in
part, prior to maturity on August 15, 20_ or any date thereafter at the par value thereof plus accrued
interest to the date fixed for redemption.
1(c) The Term Bonds scheduled to mature on August 15 in the years 20_ are also subject to mandatory sinking
fund redemption on the dates and in the amounts set forth in the following schedule:]
Mandatory Principal Mandatory Principal
Redemption Amount Redemr)tion Amount
August 15, 20 $ August 15, 20 $
August 15, 20 August 15, 20
August 15, 20 August 15, 20
August 15, 20 August 15, 20
August 15, 20' August 15, 20'
*Stated Maturity.
4133-1602-2060.1
GENERAL AND NO -LITIGATION CERTIFICATE OF THE ISSUER
The undersi*gned, President an9d SecretaryresPectively, of the Issuer, as herein below
defined, a public instrumentality and duly constituted authority of the Unit, as herein below
defined, acting for the Issuer, do hereby certify that the Issuer is duly incorporated, validly
existing and orizanized under the laws and Constitution of the State of Texas and Local
Government Code, Title 12, Subtitle C 1 particularly Chapters 501 and 505 of the Local
Government Code (the "Act"), and do further certify and represent as follows:
GENERAL,
le We are the duly elected, qualified and acting President and Secretary,
respectively, of the Issuer and as such are familiar with the books and corporate records of the
Issuer.
2. The capitalized words and terms used herein shall have the meanings whenever
they are used given in Exhibit "A" attached hereto.
3,9 The Resolution was duly adopted by the Board present and voting at the Meeting
of the Board at which a quorum was present and acted throughout; such Resolution is in full
force and effect and has not been altered, amended or repealed as of the date hereof; and the
Meeting was duly called in accordance with law and the Bylaws of the Issuer.
4. The Issuer Documents, as executed and delivered by the President, Vice
President, and/or Secretary of the Issuer, are in substantially the same form and text as the copies
of such instruments which were before and approved or ratified by the Board at the Meeting and
which were presented to the Attorney General of Texas in connection with the approval of the
Bonds, with such changes and revisions therein as have been approved by the officer or officers
executing said instrument.
5. Each of the members of the Board was duly appointed as provided by the
governing body of the Unit41
; no directors have been compensated for their services, except that
they are reimbursed for necessary traveling and other expenses incurred in the performance of
6
their duties.
6. The undersigned President of the Issuer did manually execute the
Documents and the undersigned Secretary of the Issuer did manually attest the
Documents.
Issuer
Issuer
7. The Issuer has duly authorized, executed and delivered by all necessary action the
Bonds and each of the Issuer Documents; as of the date hereof, the Bonds and each of the Issuer
Documents are in full force and effect, and each constitutes valid and binding obligations of the
Issuer in accordance with their terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws now or
hereafter enacted relating to creditors' rights generally or by general principles of equity which
permit the exercise ofiudicial discretion, and the Issuer is entitled to the benefits of the same,,
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertIssuer
8. The proceeds from the sale of the Bonds will be utilized pursuant to the
Resolution tofinance part of the costs of acquiring, constructing, installing, equipping and
completing the Project.
9,0 The seal affixed to this certificate is the legally adopted, proper and only official
corporate seal of the Issuer.
10* The execution and delivery of the Bonds, the acceptance, execution and delivery
of the Issuer Documents and the compliance with the provisions of the Issuer Documents under
the circumstances contemplated thereby will not in any respect conflict with, or constitute on the
part of the Issuer a breach or default under, the Articles of Incorporation or Bylaws of the Issuer,
any agreement or other instrument to which the Issuer is a party, or any existing law,
administrative regulation, court order or consent decree to which the Issuer is subject.
lie The Project is located within the incorporated area of the Unit.
12. The Project is being undertaken pursuant to Section 505.152 of the Local
Government Code for convention purposes and related improvements that enhance such
purposes.
13. With respect to all land acquired by the Issuer in whole or in part with proceeds of
the Bonds, the Issuer will obtain an independent appraisal of such property's market value as
required by Section 505.1041 of the Local Government Code.
14. The Issuer has received all required disclosure filings, if any, under Section
2252.908 of the Texas Government Code in connection with the authorization and issuance of
the Bonds and has acknowledged receipt of such filings with the Texas Ethics Commission
(".TEC") in accordance with TEC's rules.
15. The Issuer verifies that, pursuant to Section 2271.002 of the Texas Goveinnuent
Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas
Government Code) within the transcript of proceedings for the Bonds, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the
such respective contract,,
16. With respect to the contracts contained within the transcript of proceedings that
are subject to Section 2252.152, Texas Government Code, the Issuer has verified, as of the date
of execution, none of the counter parties to those contracts are listed as scrutinized companies
with business operations in Sudan or Iran or that engage in scrutinized business operations with
foreign terrorist organizations, or are companies known to have contracts with or provide
supplies or services to a "foreign terrorist organization" or "designated foreign terrorist
organization" on the lists prepared and maintained pursuant to Texas Government Code Sections
2270.0201 or 2252.153.
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertlssuer
2
170
Exhibit "B".
MATTERS RELATING TO THE ISSUER
The Bylaws of the Issuer as amended to the date hereof are attached hereto as
180 The Articles of Incorporation of the Issuer and all amendments to the date hereof
are attached hereto as Exhibit "C".
19,0 The Certificate of Fact of the Issuer issued by the Secretary of State with respect
to the Corporation's existence is attached hereto as Exhibit "D".
200 The Franchise Tax Account Status Certificate of the Issuer issued by the
Comptroller of Public Accounts with respect to the Issuer's right to transact business in Texas is
attached hereto as Exhibit "E".
21. A schedule showing the Issuer's receipt of sales taxes for fiscal year 2020 through
2018 is attached hereto as Exhibit "F".
22. All representations made by the Issuer in the Issuer Documents have been
carefully reviewed and are true and correct as of the date hereof.
23. The Pledged Revenues (as defined in the Resolution) have not been pledged or
encumbered to the payment of any debt or obligation of the Issuer other than the Bonds and the
outstanding Previously Issued Parity Obligations (as defined in the Resolution). Attached hereto
as Exhibit "G" are true and correct schedules setting forth all outstanding obligations of the
Issuer payable from the Sales Tax upon the issuance of the Bonds.
24. The Issuer has performed and complied with all agreements and conditions in the
Issuer Documents required to be performed or complied with on or prior to the date hereof, and
is not in default in the performance or observance of any of the covenants, conditions,
agreements, or provisions of the Issuer Documents. The Issuer is in good standing under the
laws of the State of Texas; the Issuer Documents submitted to the Attorney General have not
been amended or rescinded and due performance thereof has been authorized by the Resolution.
25,9 No Reserve Fund Obligation Payment (as defined in the Resolution) is past due
and owing to any Bond Insurer for any outstanding series of Previously Issued Parity
Obligations.
26. In accordance with Section 505.159(a) of the Texas Local Government Code, a
public hearing on the Project was conducted on January 25, 2018, Attached hereto as Exhibit
"H" are true and correct copies of Affidavit of Publication regarding the publication in the Austin
American -Statesman of notices of the public hearing and describing the projects intended to be
financed with proceeds of the Bonds. The Issuer is authorized to undertake such projects in
accordance with Section 505.160(a) of the Texas Local Government Code as the Issuer did not
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertlssuer
3
receive within 60 days of publication of such notices a petition from more than ten percent of the
registered voters of the Unit requesting that an election be held before such projects may be
undertaken. Public notice of the time, place and purpose of such public hearing was duly given,
in accordance with the provisions of the Act and Chapter 551, Texas Government Code. On
August 22, 2019, the Issuer previously issued $21,3 10,000 of Parity Obligations to finance a
portion of the costs of the Project.
27. The combined debt service schedule of all outstanding debt of the Issuer payable
from Pledged Revenues (as defined in the Resolution) and the proposed Obligations is set forth
in Exhibi_t__"_1" hereto,,
28. No litigation is pending against the Issuer or, to the best of our knowledge,
threatened against the Issuer: (i) to restrain or enjoin the issuance or delivery of the Bonds; or
(ii) in any way contesting the title or authority of the current officers of the Issuer to their
respective offices.
29. To the best of our knowledge and belief, the Issuer is not in default as to any
covenant, obligation or agreement contained in the resolutions authorizing the Previously Issued
Parity Obligations.
30. Public notice of the time, place and purpose of all meetings of the Issuer
pertaining to the issuance of the Bonds was duly given, in accordance with the provisions of the
Act and Chapter 551, Texas Government Code.
CLOSING MATTERS
31. (i) All resolutions, orders and any other official action of'' the Issuer
authorizing the execution, delivery or Performance (or otherwise relating to) the Issuer
Documents, the Bonds and the Official Statement have been duly adopted by the Issuer, are in
full force and effect and have not been amended, modified, supplemented or repealed, except as
contemplated by the Purchase Agreement or as may have been agreed to by the Underwriters41
;
(ii) The representations and warranties of the Issuer contained herein and in
the Purchase Agreement are true and correct in all material respects on and as of the date of
Closing as if made on the date of Closing;
No litigation or proceeding against it is pending or, to its knowledge,
threatened -in any court or administrative body nor is there a basis for litigation which would (a)
contest the right of the directors or officials of the Issuer to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the Issuers, (c) attempt to
restrain or enjoin the issuance or delivery of the Bonds or contest the validity, due authorization
and execution of the Bonds or the Issuer Documents or (d) attempt to limit, enjoin or otherwise
restrict or prevent the Unit from levying and collecting the sales and use taxes for the benefit of
the Issuer, or the application of sales and use tax revenues of the Unit pledged to pay the
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertlssuer
4
principal or, premium, if any, and interest on the Bonds pursuant to the Resolution, or the pledge
thereof; and
(iv) The Sales Tax Agreement is in full force and effect and such agreement
has not been modified, amended or repealed.
(V) There has not been any material adverse change in the financial condition
of the Issuer since September 30, 2020, the latest date as of which audited financial information
is available.
(iv) To the best of its knowledge, no event affecting the Issuer has occurred
since the date of the Official Statement which should be disclosed in the Official Statement for
the purpose for which it is to be used or which it is necessary to disclose therein in order to make
the statements and information therein, in light of the circumstances under which made, not
misleading in any respect as of the time of the Closing, and the information contained in the
Official Statement is correct in all material respects and, as of the date of the Official Statement
did not, and as of the date of the Closing does, not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading.
32. The Public Finance Division of the Attorney General of Texas is authorized to
date this Certificate as of the date the Attorney General approves the issuance of the Bonds. If
any litigation should develop before the Attorney General approves the Bonds, the Issuer will
notify the Attorney General's Public Finance Division immediatelYYbtelephone and telecopy,
With this assurance the Attorney General can rely upon the absence of any such litigation at the
time the Public Finance Division approves the Bonds unless it is advised otherwise.
[The Remainder of this Page is Intentionally Left Blank]
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertIssuer
5
SIGNED this
Secretary
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this Aei L 2-21 �?Zej
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RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoUtCertIssuer SigPgGenNoLit Issuer
EXHIBIT A
DEFINITIONS
Board The lawfully qualified Board of Directors of the Issuer.
Bonds Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds,
Taxable Series 2021, dated May 18, 2021, in the aggregate
principal amount of $ 9000.
Closing May 18, 2021 or such other date as mutually agreed to
between the Issuer and the Underwriters.
Issuer Round Rock Transportation and Economic Development
Corporation
Issuer Documents The Resolution, the Purchase Agreement, the Bonds,
Paying Agent/Registrar Agreement, the Pro*ect Agreement,
the Sales Tax Agreement and the Undertaking.
Meeting Meeting of the Issuer held on April 22, 2021.
Paying Agent The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas
Paying Agent/Registrar
Agreement The Paying Agent/Registrar Agreement between Issuer and
the Paying Agent, dated as of May 18, 2021.
Project As defined in the Resolution.
Project Agreement The Project Agreement between the Issuer and the Unit,
dated as of May 18, 2021.
Purchase Agreement The Bond Purchase Agreement between Issuer and the
Underwriters, dated as of May 18, 2021.
Resolution The Resolution duly adopted by the Board entitled:
Resolution of the Round Rock Transportation and
Economic Development Corporation Authorizing the
Issuance of Round Rock Transportation and Economic
Development Corporation Senior Lien Sales Tax Revenue
Bonds, Taxable Series 2021; Approving a Paying
Agent/Registrar Agreement, a Project Agreement and a
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoLitCertIssuer A-1
Bond Purchase Agreement; Approving an Official
Statement; and Approving Other Matters Related Thereto.
Sales Tax As defined in the Resolution.
Sales Tax Agreement The Sales Tax Remittance Agreement between the Issuer
and the Unit, dated as of May 15, 2001 0
Undertaking The undertaking of the Issuer which satisfies the
requirements of section (b)(5)(i) of Rule 15c 12-12 under
the Securities Exchange Act of 1934.
Underwriters The underwriters for the Bonds listed in the Purchase
Agreement.
Unit The City of Round Rock, Texas.
RRTEDCSrI,ienSalesTaxRev\Taxable2021: GenNoLitCertIssuer A-2
EXHIBIT B.
BYLAWS
RRTEDCSrLienSalesTaxRev\Taxab1e2021: GenNoLitCertIssusr B-1
BYLAWS OF THE
ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION
ARTICLE I
PURPOSE AND POWERS
SECTION 1.0 1 REGISTERED OFFICE AND,REGISTERED AGENT,.
The Round Rock Transportation and Economic Development Corporation (the "Corporation") shall
have and continuously maintain in the State of Texas a registered office, and a registered agent whose
office is identical with such registered office, as required by the Texas Non -Profit Corporation Act,
and state law. The Registered Agent for the Corporation shall be the City Clerk, provided that the
Board of Directors (the "Board") from time to time, may change the registered agent and/or the
address of the registered office, in accordance with state law and subject to City Council approval,
provided that such change is appropriately reflected in these Bylaws and in the Articles of
Incorporation (the "Articles").
The registered office and mailing address of the Corporation i's located at 221 East Main Street,
Round Rock, Texas 78664. Said address shall also serve as the principal office of the Corporation
and Board.
SECTION 1.02 PURPOSE.
The Corporation is incorporated as a non-profit corporation for the purposes set forth in the Articles,
the same to be accomplished on behalf of the City of Round Rock, Texas (the "City") as its duly
constituted authority and instrumentality in accordance with the Texas Development Corporation Act
of 1979, Article 5190.6, Section 4B Tex. Rev,, CI'*v,, Stat., Ann., as amended, now codified as Local
Government Code, Title 12, Subtitle C I , particularly Chapters 501 and 505 of the Local Government
Code (collectively, the "Act"), and other applicable laws, to promote economic development within
the City and the State of Texas in order to eliminate unemployment and the underemployment, and
to promote and encourage employment and the public welfare of, for, and on behalf of the City by
expending Type B sales and use tax and to authorize projects as described in the Act, including the
payment of maintenance and operating expenses associated with such authorized projects in
accordance with the Act. The Corporation shall be anon-profit corporation as defined by the Internal
Revenue Code 1986, as amended, and the applicable regulations of the United States Treasury
Department and the rulings of the Internal Revenue Service of the United States prescribed and
promulgated thereunder.
SECTION 1.03 POWERS.
In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act, and shall
have all of the power set forth and conferred in the Act, and in other applicable laws, subject to the
limitations prescribed therein and herein and to the provisions thereof and hereof.
002412"
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01 NUMBER AND,TE,RM OF OFFICE.
A. The property and affairs of the Corporation shall be managed and controlled by a Board and,
subject to the restrictions imposed by law, by the Articles and these Bylaws, the Board
shall exercise all of the powers of the Corporation.
B. The Board shall consist of seven (7) directors, each of whom shall be appointed by the City
Council. Appointments of directors shall be made by the City Council at the first regular
meeting of the City Council in August. Each of the directors shall be a resident of the City
for the last 12 months and be registered voters 's
in the city of Round Rock.
C. Four (4) members of the first Board shall serve terms of one (1) year and three (3) members
shall serve terms of two (2) years. The respective terms of the initial directors shall be
determined by the City Council. Thereafter, each successive member of the Board shall be
appointed and serve for two (2) years and shall expire on August 31; provided, however that
members shall continue to serve until their successors are appointed. Members shall not
serve on the board for more than eight consecutive years. Five (5) directors shall be persons
who are not employees, officers of the City or members of the City Council.
D. Any director may be removed from office by the City Council at will. A vacancy of any
director's position which occurs by reason of death, resignation, disqualification, removal, or
otherwise, shall be filled by the City Council.
SECTION 2.02 VACANCIES AND RESIGNATIONS.
A vacancy in any position of director which occurs by reason of death, resignation, disqualification,
removal, or otherwise, shall be filled as prescribed in Article II, Section 2.0 1. A vacancy in the office
of President or vice President which occurs by reason of death, resignation, disqualification, removal,
or otherwise, shall be filled by appointment by the Mayor, from the remaining directors, with
approval by the City Council, for the unexpired portion of the term of that office.
Any director may resign at any time. Such resignation shall be made in writing, addressed to the
Mayor and the City Clerk, and shall take effect at the time specified therein, or 1*f no time is specified,
at the time of its receipt by the City Clerk.
SECTION 2.03 MEETINGS OF DIRECTORS.
For meetings of the Board or committees, notice thereof shall be provided and set forth 1*n accordance
with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Any two members
of the Board, ,may have an item placed on the agenda by delivering the same in writing to the
General Manager no less than 10 calendar days prior to the date of the Board meeting. Each agenda
of a Board meeting shall contain an item, entitled "Citizens Communication", to allow public
comment to be made by the general public concerning Board related matters. However, no debate,
official or formal action, or vote may be taken on any comment made by citizens during Citizens
Communication.
3.
The Board shall hold regular and special meetings, in the corporate limits of the City, at such place or
places as the Board may from time to time determine and in conformance with the Texas Open Meetings
Act.
SECTION 2.04 QUORUM.
A quorum is a majority of the entire membership of the Board (being not less than four (4) members),
and shall be present for the conduct of the official business of the Corporation. The Act of four (4)
or more directors at a meeting at which a quorum is in attendance shall constitute the act of the
Board of the Corporation, unless the act of a greater number is required by these Bylaws,
policies/procedures of the Board, City Council resolution/ordinance, or state law.
SECTION 2.05 CONDUCT OF BUSINESS.
A. At the meetings of the Board, matters pertaining to the business of the Corporation shall be
considered in accordance with the rules of procedure as from time to time prescribed by the
Board. Unless otherwise adopted by the Board, the rules of procedures of the City Council
shall be the rules of procedures for the Board.
Be At all meetings of the Board, the President shall preside, and in the absence of the President,
the vice President shall exercise the powers of the President.
co The City Manager shall appoint a City staff member to keep minutes of the transactions of
the Board and committee meetings and shall cause such official minutes to be recorded in
books kept for that purpose in the principal office of the Corporation.
SECTION 2.06 COMMITTEES OF THE BOARD.
An official committee of the Board shall consist of two (2) or more directors. It is provided, however,
that all final official actions of the Corporation may be exercised only by the Board. Each committee
so designated shall keep regular minutes of the transactions of its meetings and shall cause such
minutes to be recorded in books kept for that purpose in the principal office of the Corporation.
SECTION 2.07 COMPENSATION OF DIRECTORS.
The directors, including the President, vice President, and Secretary shall not receive any salary or
compensation for their services. However, directors may be reimbursed for their actual expenses
incurred in the performance of their duties hereunder, including but not limited to the cost of travel,
lodging and incidental expenses reasonably related to the corporate duties of the Board. Travel
expenses incurred by directors for both regular and special meetings are not eligible for
reimbursement.
3.
ARTICLE III
OFFICERS
SECTION 3.01 TITLES AND,TERM OF OFFICE.
The President, Vice President, and Secretary shall be appointed from the Board, by the Mayor, and
approved by the City Council, and shall serve a term of one (1) year. The respective terms of the
initial President, Vice President, and Secretary shall be determined by the City Council. The
President and Vice President shall continue to serve until their successors are appointed as provided
in Article II, Section 2.0 1 0
SECTION 3A2 POWERS AND DUTIES OF THE PRESIDENT.
The President shall be the chief executive officer of the Corporation, and shall, subject to the
authority of the Board and paramount authority and approval of the City Council, preside at all
meetings of the Board, and absent any different designation by a majority of the Board, shall sign
and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, and notes
in the name of the Corporation. In addition, the President shall:
A. Call both regular and special meetings of the Board and establish the agenda for such;
B. Have the right to vote on all matters coming before the Board;
C. Have the authority to appoint standing or study committees to aid and assist the Board in its
business undertaking or other matters incidental to the operation and functions of the Bd*oar
D. Perform all duties incident to the office, and such other duties as shall be prescribed from
time to time by the Board, subject to approval by the City Council;
E. Appear before the City Council, or be represented by his designee, regarding any item being
considered by the City Council concerning the Corporation.
SECTION 3.03 POWERS AND DUTIES OF THE VICE PRESIDENT.
The Vice President shall exercise the powers of the President during that officer's absence or inability
to act. The Vice President shall also perform other duties as from time to time may be assigned by
the President or the Board.
SECTION 3.04 POWERS AND DUTIES OF THE SECRETARY0
The Secretary, with the assistance of a City staff person designated by the City Manager, shall keep
the minutes of all meetings of the Board and committees in books provided for that purpose, and
shall give and serve all notices, shall sign with the President in the name of the Corporation, and/or
attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds,
4.
assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the
corporate books, records, documents and instruments except the books of account and financial
records and securities, and such other books and papers as the Board may direct, all of which shall
at all reasonable times be open to public inspection upon application at the office of the Corporation
during business hours, and shall in general perform all duties incident to the office of Secretary
subject to the control of the Board.
SECTION 3.05 ATTENDANCE.,
Directors must be present in order to vote at any meeting. Regular attendance at the Board meetings
is required of all directors. The following number of absences shall constitute the basis for
replacement of a director. Three (3) consecutive unexcused absences from meetings of the Board
shall cause the position to be considered vacant.
In addition, the position of any director who has four (4) unexcused absences in a twelve (12) month
period shall also be considered vacant.
SECTION 3.06 CONFLICT OF INTEREST.
In the event that a director is aware that he has a conflict of interest or potential conflict of interest,
with regard to any particular matter or vote coming before the Board, the director shall bring the
same to the attention of the Board and shall abstain from discussion and voting thereof.
Any director shall bring to the attention of the Board any apparent conflict of interest or potential
conflict of interest of any other director. In which case the Board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall refrain
from voting with regard to the determination as to whether a true conflict exists. Failure to conform
to these requirements herein and policies as maybe adopted by the Board is cause for dismissal from
the Board by action of the City Council.
SECTION 3.07 IMPLIED DUTIES.
The Corporation is authorized to do that which the Board deems desirable, subject to City Council
approval, to accomplish any of the purposes or duties set out or alluded to in the Articles, these
Bylaws, and in accordance with state law.
SECTION 3.08 BOARD'S RELATIONSHIP WITH THE CITY.
In accordance with state law, the Board shall be responsible for the proper discharge of its duties
assigned herein. The Board shall determine its policies and directives within the limitations of the
duties herein imposed bY applicable laws, the Articles, these Bylaws, contracts entered into with the
City, and budget and fiduciary responsibilities. Such policies and directives are subject to approval
by the City Council. Any request for services made to the departments of the City shall be made by
the Board or its designee in writing to the City Manager. The City Manager may approve such request
for assistance from the Board when he or she finds such requested services are available within the
City and that the Board has agreed to reimburse the City for the cost of such services so provided, as
provided in Article III, Section 3.09 of these Bylaws.
5.
SECTION 3.09 CONTRACTS FOR SERVICES.
The Corporation may, with approval of the City Council, contract with any qualified and appropriate
person, association, corporation or governmental entity to perform and discharge designated tasks
which will aid or assist the Board 1"n the performance of its duties. However, no such contract shall
ever be approved or entered into which seeks or attempts to divest the Board of its discretion and
policy -making functions I*n discharging the duties herein set forth. An administrative services contract
shall be executed between the Board and the City Council for the services provided by the general
manager, finance manager, clerk, and other City services/functions and compensated as provided for
herein.
Subject to the authority of the City Manager under the Charter of the City, the Corporation shall have
the right to utilize the services of the staff and employees of the Finance Department of the City, the
staff and employees of the Public Works Department, and other employees of the City, provided (i*)
that the City Manager approves of the utilization of such services, (I*i) that the Corporation shall pay,
as approved by the City Manager, reasonable compensation to the City of such services, and (1*ii) the
performance of such services does not materially interfere with the other duties of such personnel
of the City. Utilization of the aforesaid city staff shall be solely by a contract approved by the City
Council.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
SECTION 4.01 GENERAL MANAGER.
The City Manager of the City of Round Rock, Texas, shall be the general manager of the Corporation
and be in general charge of the properties and affairs of the Corporation, shall administer all work
orders, requisitions for payment, purchase orders, contract administration/ oversight, and other
instruments or activities as prescribed by the Board in the name of the Corporation.
The General Manager shall employ such full or part-time employees as are needed to carry out the
programs of the Board. These employees shall be employees of the City and perform those duties as
are assigned to them. These employees shall be compensated as prescribed in Article III, Section 3.09
of these Bylaws. The General Manager shall have the authority, and subject to provisions of the City
Charter and policies -procedures of the City, to hire, fire, direct, and control the work, as functionally
40
appropriate, of such employees.
SECTION 4.02 FINANCE MANAGER.
The City's CFO shall serve as the Financial Manager for the Corporation. The Finance Manager shall
have the responsibility for the Corporation's daily administration and to see to the handling, custody,
and security of all funds and securities of the Corporation. When necessary or proper, the Finance
Manager shall endorse and sign, on behalf of the Corporation, for collection or issuance, checks,
notes and other obligations drawn upon such bank or banks or depositories as shall be designated by
the City Council consistent with these Bylaws. The Finance Manager shall see to the entry in the
books of the Corporation of full and accurate accounts of all monies received and paid out on account
of the Corporation. The Finance Manager shall, at the expense of the Corporation, give such bond for
the faithful discharge of the duties in such form and amount as the City Council shall require, by
7.
resolution. The Finance Manager shall be an employee of the City. The Finance Manager shall
provide a periodic financial report to the City Council concerning activities of the Corporation in a
format consistent with other financial reports of the City.
SECTION 4.03 EX-OFFICIO MEMBERS.
[Section Deleted]
SECTION 4.04 PARTICIPATION IN BOARD MEETINGS.
The General Manager, Finance Manager, and Mayor (or their respective designees), shall have the
right to take part in any discussion of the Board, or committees thereof, including attendance of
executive sessions, but shall not have the power to vote in any meetings attended.
SECTION 4.05 DUTIES OF THE BOARD.
The Board shall develop a combined Transportation Capital Improvement Program, ("the TCIP"),
Is
including maintenance and operation costs thereof, for the City which shall include and set forth
short- and long-term goals. Such plan shall be approved by the City Council. The TCIP developed
by the Board shall be one that incorporates the Capital Improvement Plans of the City Public Works
Department. The Board shall conduct a public hearing concerning both the adoption and required
annual updates to the TCIP. A public hearing notice shall be posted on the City's website at least
seventy-two (72) hours prior to the scheduled public hearing.
The Board shall review and update the TCIP once a year to ensure the plan is up to date with current
community needs and is capable of meeting Round Rock's transportation sys
shall expend, tems needs. The Board
in accordance with State law and subject to City Council approval, the funds received
by it for transportation systems where such expenditures will have a benefit to the citizens of Round
Rock.
In addition to reviewing and approving the TCIP, the Board may consider and authorize projects, as
defined in the Act, which promote economic development within the City, to promote new or
expanded business enterprises that create or retain primary jobs.
The Board shall make an annual report to the City Council including, but not limited to, the following:
A. A review of the accomplishments of the Board i*n the area of transportation systems
improvement;
7.
Be A review of the accomplishments of the Board in the area of other authorized projects that
promote economic development within the City by promoting new or expanded business
enterprises that create or retain primary jobs; and
co The activities of the Board for the budget year addressed in the annual report, together with
any proposed change in the activity as it may relate to transportation systems improvement
and/or other authon*zedoJprects that promote economic development within the City.
The annual required report shall be made to the City Council no later than March 1st of each year.
The Board shall be accountable to the City Council for all activities undertaken by 1*t or on its behalf,
and shall report on all activities of the Board, whether discharged directly by the Board or by any
10
person, firm, corporation, agency, association or other entity on behalf of the Board.
SECTION 4.06 COMPONENTS OF THE TCIP.
The Board shall submit to the City Council for its approval, the TCIP which shall include proposed
methods and the expected costs of implementation, and cost of operations and maintenance of the
projects. The plan shall include both short- and long-term goals for the transportation systems
development of the City.
SECTION 4.07 ANNUAL, CORPORATE BUDGET.
At least sixty (60) days prior to October 1 St, the Board shall prepare and adopt a proposed budget of
expected revenues and proposed expenditures for the next ensuing fiscal year. The fiscal year of the
corporation shall commence on October Is' of each year and end on September 30. The budget shall
contain such classifications and shall be in such form as may be prescribed from time to time by the
CitYounci9Cl. The budet proposed for adoption shall include the projected operating expenses, and
such other budgetary information as shall be required by the City Council for its approval and
adoption. The budget shall be considered adopted upon formal approval by the City Council.
SECTION 4.08 FINANCIAL BOOKS., RECORDS. AUDITS.
The Finance Manager shall keep and properly maintain, in accordance with generally accepted
accounting principles, complete financial books, records, accounts, and financial statements
pertaining to its corporate funds, activities, and affairs.
The City shall cause the Corporation's financial books, records, accounts, and financial statements
to be audited at least once each fiscal year by an outside, independent auditing and accounting firm
selected by the City Council. Such audit shall be at the expense of the Corporation.
The Board shall, annually on the date required, submit to the comptroller a financial report 1"n the
form required by the comptroller, as required by Section 4C of the Act.
The City shall, at all times, have access to the books and records of the Corporation. The Corporation
shall be subject to the Public Information Act (Chapter 552, Government Code).
Is
8.
SECTION 4.09 DEBT. DEPOSIT AND INVESTMENT OF CORPORATE FUNDS.
All proceeds from the issuance of bonds, notes or other debt instruments (the "Bonds") issued by the
Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other
documents authorizing or relating to their execution or issuance and handled in accordance with the
statute governing this Corporation, but no bonds shall be issued, including refunding bonds, by the
Corporation without the approval of the City Council after review and comment by the City's bond
counsel and financial advisor.
All monies of the Corporation shall be deposited, secured, and/or invested in the manner provided
for the deposit, security, and/or investment of the public funds of the City, as authorized by the City
Investment Policy. The Finance Manager shall designate the accounts and depositories to be created
and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and
for the purposes of the Corporation upon the signature of the Finance Manager and the Secretary,,
The accounts, reconciliation, and investment of such funds and accounts shall be performed by the
Department of Finance of the City. The Corporation shall pay reasonable compensation for such
services as prescribed in Article III, Section 3.09, of''i these Bylaws.
SECTION 4.10 EXPENDITURES OF CORPORATE MONEY.
The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the
proceeds from the investment of funds of the Corporation, the proceeds from the sale of property,
monies derived from the repayment of loans, rents received from the lease or use of property, the
proceeds derived from the sale of bonds, and other proceeds may bill'' e expended by the Corporation
for any of the purposes authorized by the Act, subject to the following limitations:
A. Before expending funds to undertake a project, the Corporation shall hold at least one public
hearing on the proposed project. s from the proceeds of bonds shall be identified
and described in the orders, resolutions, indentures, or other agreements submitted to and
approved by the City Council.
B. Expenditures that may be made from a fund created from the proceeds of bonds, and
expenditures of monies derived from sources other than the proceeds of bonds may be used
for the purposes of financing or otherwise providing one or more projects, as defined in the
Act. The specific expenditures shall be described in a resolution or order of the Board and
shall be made only after the approval thereof by the City Council.
C. All other proposed expenditures shall be made in accordance with and shall be set forth in
the annual budget required by these Bylaws or in contracts meeting the requirements of the
Article.
No bonds, including refunding bonds, shall be authorized or sold and delivered by the Corporation
unless the City Council shall approve such bonds.
9.
SECTION 4.11 CONTRACTS.
As provided herein, the President and Secretary shall enter into any contracts or other instruments
which the Board has approved and authorized in the name and on behalf of the Corporation. Such
authority may be confined to specific instances or defined in general terms. When appropriate, the
Board may grant a specific or general power of attorney to carry out some action on behalf of the
Board, provided, howeverropriate, that no such power of attorney may be granted unless an app
resolution of the Board authorizes the same to be done.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.0 1 SEAL.
The Board may obtain a corporate seal which shall bear the words "Corporate Seal of the Round
Rock Transportation and Economic Development Corporation" and the Board may thereafter use the
corporate seal and corporate name; but these Bylaws shall not be construed to require the use of the
corporate seal.
SECTION 5.02 APPROVAL OR ADVICE AND CONSENT OF THE CITY COUNCIL.
To the extent that these Bylaws refer to any action, approval, advice, or consent by the City or refer
to action, approval, advice or consent by the City Council, such action, approval, advice or consent
shall be evidenced by a motion, resolution or ordinance duly passed by the City Council and reflected
in the minutes of the City Council.
SECTION 5.03 INDEMNIFICATION OF DIRECTORS. OFFICERS AND EMPLOYEES.
As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of
the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code),
a governmental unit and its actions are governmental functions.
The Co oration shall indemnify each and every member of the Board, its officers0and its employees,
and each member of the City Council and each employee of the City, to the fullest extent permitted
by law against any and all liability or expense, including attorneys fees, incurred by any of such
persons by reason of any actions or omissions that may arise out of the functions and activities of
the Corporation. This indemnity shall apply even if one or more of those to be indemnified was
negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent
of these Bylaws and the Corporation to require the Corporation to indemnify those named for
indemnification, even for the consequences of the negligence of those to be indemnified which
caused or contributed to cause any liability.
The Corporation must purchase and maintain insurance on behalf of any director, officer, employee,
or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a
Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against any liability asserted against that person and incurred by that person in
any such capacity or arising out of any such status with regard to the
IO.
Corporation, whether or not the Corporation has the power to indemnify that person against liability
for any of those acts.
SECTION 5.04 GIFTS.
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the
general purpose or for any special purposes of the Corporation.
SECTION 5.05 CODE OF ETHICS.
Each director, including the President, Vice President, Secretary and other officers, employees, and
agents shall abide by and be subject to Chapter 2, Article III, Division 3. Standards of Conduct and
Financial Disclosure, Code of Ordinances, 2018 Edition, with the exception of Section 2-120 of the
ordinance.
SECTION 5.06 AMENDMENTS TO BYLAWS.
These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative vote
of four (4) of the authorized directors serving on the Board, subject to approval by the City Council.
The City Council may amend these Bylaws at any time. Such amendments by the City Council will
be duly passed and adopted by motion, resolution or ordinance duly reflected in the minutes of the
City Council and, thereafter, duly noted to the Board.
CERTIFICATE OF SECRETARY
I, Jon Sloan, hereby certify that the foregoing Bylaws of the Round Rock Transportation and
Economic Development Corporation constitutes a true and correct copy of the bylaws of said
corporation.
In witness whereof, I have hereunto subscribed my name and affixed the seal of said corporation this
91h day of July, 2020.
ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION
By: _
Jon Sloan, Secretary, Round Rock Transportation
and Economic Development Corporation
11.
EXHIBIT C
ARTICLES OF INCORPORATION
RRTEDCSrLienSalesTaxRev\Taxab1e2021: GenNoLitCertIssuer C-1
ARTIGLES OF INCORPORATION
OF
ROUND ROCK TRANSPORTATION SYST
DEVELOPMENT CORPORATION
in the FILED the
SW ou"or state of Timm �s
JAN 0 21998
ratlor�s Secdon
Corpo
WE, THE UNDERSIGNED natural persons, not less than three in
number, each of whom is at least 18 years of age and is a qualified
elector of the City of Round Rock, Texas (the "City"), acting as
incorporators of a public instrumentality and non-profit industrial
development corporation (the "Corporation") under the Development
Corporation Act of 1979, as amended, Article 5190e61 Vernon's Ann.
Cilv. St., Sect. 98 as amended (the "Act"), with the approval of the
city Council, do hereby adopt the following Articles of
Incorporation (the "Articles") for the Corporation*
ARTICLE ONE
The name of the Corporation is "Round Rock Transportation
System Development Corporation." �
ARTICLE TWO
4
rial development
The Corporation is a non-profit indust
corporation under the Act and is governed by Section 98 of the Act .
No other such corporation has been created by the City.
ARTICLE THREE
Subject to the provisions of these Articles, the period of
duration of the Corporation is perpetual.
ARTICLE FOUR
The Corporation has no members and is a non - stock corporation.
ARTICLE FIVE
The purpose of the Corporation is to PX
development within the City and the State of Tee
eliminate unemployment and underemployment , and
encourage employment and the public welfare of, for
of the City, and for streets, roads, drainage, an
transportation system improvements, including t;
maintenance and operating expenses associated with
proecjts in accordance with Section 4B of the Act;
=ote economic
as in order to
to promote and
and on behalf
I other related
ie payment and
such authorized
and
In the fulfillment of its corporate purpose, the Corporation
shall have the power to provide financing to pay the costs of
projects through the issuance or execution of bonds, notes, and
other forms of debt instruments, and to acquire, maintain, and
lease and sell property, and interests therein, all to be done and
accomplished on behalf of the City and for its benefit and to
accomplish its public and governmental purposes and its duly
constituted authority and public instrumentality'
pursuant to the
Act and under, and within the meaning of , the Internal Revenue Code
of 19861 as amended, and the applicable regulations of the United
States Treasury Department and the rulings of the Internal Revenue
Service of the United States prescribed and promulgated thereunder.
In the fulfillment of its corporate purpose, the Corporation
shall have and may exercise the powers described in these Articles,
together with all of the other powers granted to corporations that
are incorporated under the Act and that are governed by Section 4B
thereof, and, to the extent not in conflict with the Act, the
Corporation shall additionally have and may exercise all of the
rights, powers, privileges, authorities, and functions given by the
general laws of the State of Texas to nonprofit corporations under
the Texas Non -Profit Corporation Act, as amended, Article 1396-
1.01, et seq, Vernon's Ann. Civ. St., as amended.
The Corporation is a corporation having the purposes and
powers permitted by the Act pursuant to the authority granted in
Article III, Section 52ama of the Texas Constitution, but the
Corporation does not have, and shall not exercise the powers of
sovereignty of the City, including the power to tax (except for the
power to receive and use the sales and use taxes specified in
Section 413 of the Act) and the police power, except that the
Corporation shall have and may exercise the power of eminent domain
when the exercise thereof is approved by the City Council. The
Corporation, directors of the Corporation, the City creating the
Corporation, members of the governing body of the City, employees
of the Corporation and employees of the City shall not be and are
not liable for damages arising from the performance of any
governmental function of the Corporation or City. For purposes of
the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil
Practice and Remedies Code), the Corporation is a governmental unit
and its actions are governmental functions.
No bonds, notes, or other debt instruments or other
obligations, contracts, or agreements of the Corporation are or
shall ever be deemed to be or constitute the contracts, agreements,
bonds, notes, or other debt instruments or other obligations, or
the lending of credit, or a grant of the public money or things of
value, of, belonging to, or by the State of Texas, the City, o r any
other political corporation, subdivision or agency of the State of
Texas, or pledge of the faith and credit of any of them. Any and
all of such contracts, agreements, bonds, notes and other debt
2.
instruments and other obligations, contracts and agreements shall
lka .,�Vatnip aelely and exclvsively from the revenues and funds
received by the Corporation from the
4B of the Act and from such other
lawfully available and belonging to
time.
sources authorized by Section
sources as may be otherwise
the Corporation from time to
ARTICLE SIX
These Articles shall be amended in el ther one of the following
methods:
A. Pursuant to the powers of the City contained in the Act,
the City Council, by resolution, may amend these Articles
by filing amendments hereto with the Secretary of State
as provided by the Act.
B. The Board of Directors (the "Board") of the Corporation
may file a written application with the City Council
requesting approval of proposed amendments to these
Articles specifying in such application the proposed
amendments. If the City Council, by appropriate
resolution, finds and determines that it is advisable
that the proposed amendments be made, authorizes the sa----
to be made, and approves the form of the proposed
amendments, the Board may proceed to amend these Art icles
in the manner provided by the Act.
C. The Board shall not have any power to amend these
Articles except in accordance with the procedures
established in these Articles.
ARTICLE SEVEN
The street address of the initial registered office of the
Corporation is 221 E. Main St., Round Rock, Texas 78664F and the
name of its initial registered agent at such address is Robert L.
Bennett, Jr. This address shall also serve as the principal address
of the Board.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a Board of
Directors (the "Directors") which shall be composed of seven (7)
persons appointed by the City Council. Each of the Directors shall
be a resident of the City. Three Directors shall be persons who are
not employees, officers, or City Council members of the City. The
names and street address of the persons who are to serve as the
initial Directors are as followse
3.
I
Martha Chavez
William M. Koughan
Gayla Manbeck
Mark R. Robeck
Mike Robinson
Rick Stewart
Charles Culpepper
2002 Bent Tree Loop
Round Rock, Texas 78681
211 Round Rock Avenue
Round Rock, Texas 78664
1502 Rock Creek
Round Rock, Texas 78681
1611 Woods Boulevard
Round Rock, Texas 78681
925 Blue Springs Circle
Round Rock, Texas 78681
1605 Creekview Drive
Round Rock, Texas 78681
1901 Shadowbrook Circle
Round Rock, Texas 78681
Each Director shall hold office for the term for which the
Director is appointed unless sooner removed or resigned. Each
Director, including the initial Directors, shall be eligible for
reappointment., Directors shall be appointed for a term of two (2)
years, but are removable by the City Council at will. Initial terms
of directors shall be provided by the Corporation's Bylaws. If a
Director i*s a member of the City Council and ceases to be a member
of such, such event shall constitute an automatic resignation as a
Director and such vacancy shall be filled in the same manner as for
other vacancies.
Any vacancy of a Director position occurring through death,
resignation or otherwise shall be filled by appointment by the City
Council, as provided by the Corporation's Bylaws, to hold office
until the expiration of the vacating memberfs term.
ARTICLE NINE
The name and address of each incorporator are:
Charles Culpepper
4.
ADDRESSES
221 East Main
Round Rock, Texas 78664
Robert L . Bennett
Stephan L . Sheets
221 East Main
Round Rock, Texas 78664
309 East Main,
Round Rock, Texas 78664
ARTICLE TEN
The initial Bylaws of the Corporation shall be in the form and
substance approved by the City Council in its Ordinance No. G97-12jm
18-9B, approving these Articles and authorizing the Corporation to
further the public purposes stated in said Ordinance and these
Articles. Such Bylaws shall be adopted by the Corporation's board
and shall, together with these Articles, govern the internal
affairs of the Corporation until and unless amended in accordance
with these Articles.
Neither the initial Bylaws nor any subsequently effective
Bylaws of the Corporation may be amended without the consent and
approval of the City Council. The Board shall make application to
the City Council for the approval of any proposed amendments, but
the same shall not become effective until. or unless the same shall
be approved by resolution adopted by the City Council.
ARTICLE ELEVEN
The City Council may, in its sole discretion, and at any time,
by written resolution, alter or change the structure, organization,
programs or activities of the Corporation, or may terminate or
dissolve the Corporation, subject to the provisions of the Act and
these Articles.
If the Board by resolution determines that the purposes for
which the Corporation was formed have been substantially complied
with and that all bonds theretofore issued by the Corporation have
been fully paid, the Board shall file a written application with
the City Council requesting written approval of proposed Articles
of Dissolution.
The Corporation shall not be dissolved, and its business shall
not be terminated, by act of the City Council, election by the
voters as prescribed by the Act, or otherwise, so long as the
Corporation shall be obligated to pay any bonds, notes, or other
obligations and unless the collection of the sales and use tax
authorized by Section 4B of the Act is eligible for termination in
accordance with the provisions of Section 4B of the Act.
510
No action shall be taken in any manner or at any time that
would impair any contract , lease, right, or other obligati'on
theretofore executed, granted, or incurred by the Corporation.
ARTICLE TWELVE
No dividends shall ever be paid by the Corporation and no part
of its net earnings remaining after payment of its expenses and
other obligations shall be distributed to or inure to the benefit
of its directors or officers, or any individual, private firm, or
private corporation or association.
If the Corporation ever should be dissolved when it has, or is
entitled to, any interest in any funds or property of any kind,
real, personal or mixed, such funds or property or rights thereto
shall not be transferred to private ownership, but shall be
transferred and delivered to the City after satisfaction or
provision for satisfaction of all debts, claims, and contractual
obligations, including any contractual obligations granting rights
of purchase of property of the Corporation.
No part of the Corporation's activities shall consist of the
carrying on of propaganda or otherwise attempting to influence
legislation, and the Corporation shall not participate in any
political campaign of or in opposition to any candidate for public
office.
ARTICLE THIRTEEN
The
City
has specifically authorized the Corporation
by
Ordinance
No.
G971&o12-18-9B to act
on its behalf to further
the
public purposes
stated in said ordinance and in these Articles
and
the City
has
by said Ordinance
No. G974ual2aw18-9B approved
the
Articles.
A copy of said ordinance
is on file among the Permanent
public records
of the City and the
Corporation.
INC PORATORS:
c Ms RUL PER
R(MMT Jdw%%%,BENNETT
STEPHAV L. SHEETS
6.
STATE OF TEXAS
COUNTY OF WILLIAMSON
I, the undersigned, a Notar &ublic of he Sta of Texas, do
hereby certify that on this „ day of 199
personally appeared before me CHARLES CULPEPPER, ROBERT L. BENNETTF
and STEPHAN L. SHEETS, who, each being by me first sworn, severally
declared that they are the persons who signed the foregoing
document as incorporators, and that the statements therein
contained are true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the
date and year above written.
CHIVBTINER MWNEZ
• MYcoWO-014 MKS
AqW 5. �
Notary Public, State of Texas
2
76
EXHIBIT D
CERTIFICATE OF FACT
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoLitCertlssuer D-1
EXHIBIT E
FRANCHISE TAX ACCOUNT STATUS CERTIFICATE
RRTEDCSrLienSalesTaxRev\Taxab1e2021: GenNoLitCertIssuer E-1
EXHIBIT F
SALES TAX REVENUES
Fiscal Year
2020
Issuer's Sales Tax Cash Collections $219-7-799048
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoLitCertIssuer F-1
Fiscal Year
2019
$21 ,227, 616
Fiscal Year
2018
$209464,703
EXHIBIT G
SALES TAX OBLIGATIONS
Senior Lien Obligations
��
Senior Lien Sales Tax Revenue Refunding Bond, Series 2015......... 000000090*0 0 090000 $198909000
Senior Lien Sales Tax Revenue Refunding Bond, Series 2017, 0 0 0 0 9 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Senior Lien Sales Tax Revenue Bonds, Taxable Series 2019. 0 0 0 * 9 0 0 0 0 0 *
Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 *............
Junior Lien Obligations
None
* The Bonds in the process of issuance.
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoLitCertIssuer G-1
495859000
2193109000
MCI
EXHIBIT H
COPY OF AFFIDAVITS OF PUBLICATION
RRTEDCSrLienSalesTaxRev\Taxab1e2021: GenNoLitCertIssuer H-1
THE. STATE OF TEXAS
AFFIDAVIT OF PUBLICATION
u
COUNTIES OF TRAMS AND WILLIAMSON '
BEFORE ME, a Notary Public i*n and for the State of Texas, on this day personally
appeared the person whose name is subscribed below, who, having been sworn, says upon oath
that he or she i*s a duly authorized officer or employee of the Austin American -Statesman, which
is a newspaper as defined in Section 2051.044, Government Code, as amended, and which is of
general circulation in Williamson and Travis Counties, Texas; and that a true and correct copy of
the NOTICE OF PUBLIC HEARING AND PROJECT DESCRIPTION, a clipping of which is
attached to this Affidavit, was published in said newspaper on Tuesday, January 23, 20180
Authoriz
c
Officer or Employee
SUBSCRIBED AND SWORN TO BEFORE ME, this the
2019.
x :sd
y�.
r f
1
(NOTARY PUBLIC SEAL)
ry Public
day
of
ADVERTISING INVOICE
AOL
IL
%1tt1tCSl11f,111 MEDIA -�
Austin amcric,m-_*;%tatcsman anstin3 ;ahoraSll'
Round Rock, City Of
Acc Payable Admin
221 E Main St
ROUND ROCK, TX 78664-5271
BILLED ACCOUNT NUMBER
BILLING DATE
TOTAL AMOUNT DUE
STATEMENT #
30088
01/24i2013
I $257 66
BILLING PERIOD
TERMS OF PAYMENT
PAGE #
1 /23/2018
Upon
1 of I
ADVERTISER CLIENT #
ADVERTISER/CLIEN'' NAME
30088
Round Rock, City Of
For questions concerning this bill call 855-333-2676
If paid, please disregard Thank You
Newspdper
-
Ad Size
Start/Stop
Product
Description - Other Comments/Charges
Times Run
Gross Amount
Net Amount
Reference
Billed Units
01/23/2018 100295125-01232018
Austin
TO THE CITIZENS OF ROUND ROCK
1 x 26 l_ 1 $257 66
02/22/2018
American -Statesman
Notice is hereby given that in accordance
26
With Title 12, Sections 505 159 and
$257.66
PUBLIC HEARING
505 160 of the Local Government Code,
JAN 25 2018
a public hea
Legals
1 /24/2018
Total Amount Due
L 0 - ( - CT61
4
Acct #
Finance Apvl-_____.
PLEASE DETACH AND RETURN LOWER PORTION WITH YOUR REMITTANCE
PAYMENT COUPON
$257.66
STATEMENT # BILLING DATE
TERMS OF PAYMENT
ADVERTISER CLIENT #
ADVERTISER/CLIENT NAME
01/24/2018
Upon Receipt
30088
Round Rock, City Of
Please send your payment to:
CMG - AAS Remittance Address 30088
PO BOX 645255 Round Rock, City Of
CINCINNATI OH 45264-5255 221 E Main St
ROUND ROCK, TX 78664-5271
TOTAL AMOUNT AMOUNT ENCLOSED
$257.66
nn?flfl( nn-gnnAAn lolln-in AADf1f1f1f1f1f1f1f1f1f1f nnp5?kk4
StatesmanMeaa
Austin AmMcan-,Stat -m- M360 loahora sh
PROOF OF
PUBLICATION
STATE OF TEXAS
PUBLIC NOTICE
Before the undersigned authority personally appeared Alejandro Cado, who on oath says that
he/she is a Legal Advertising Agent of the Austin American -Statesman, a daily published
newspaper that is generally circulated in Bastrop, Bell, Blanco, Brazos, Burleson, Burnet,
Caldwell', Colorado, Comall Collyell, Fayette, Gillespie, Gonzales, Guadalupe, Hays, Kerr,
Lampasas, Lee, Llano, Mi*larn Nueces, Sian Saba, Travis, Washington and Williamson Counties,
and State of Texas, and that the attached advertisement was published in said newspaper, to wit:
Round Rock, City Of,, first date of publication 01/23/2018, last date of publication 01/23/2018,
published 1 ti'orne(s), and that the attached is a true copy of said advertisement.
Signed
ROUND ROCK, CITY OF
221 E MAIN ST
ROUND ROCK, TX 78664.w5271
Invoice/Order Number:
Ad Cost:
Paid:
Balance Due:
(Legal Adveffising Agent)
0000295125
$257a66
$0900
$257.66
Sworn or affirmed to, and subscribed before me, this 24th day of January. 2018 in Testimony whereof, I have hereunto set my
hand and affixed my official seal, the dayand year aforesaid,.
Signed
Please see Ad on following page(s).
�.��'�'�"��,, MARISSA K. AUSTIN
a=,F,, Notary Public, State of Texas
Comm. Expires Q3,w09w2019
Notary ID 130146554
Page 1 of 2
ITO THE CITIZENS OF ROUND ROCK:
Notice is hereby given that in accord-
ance with Title 12, Sections 505,1591
and SOS.160 of the Local Government
Code, a public hearing will be held in
the City Council Chamber on the first
floor of the Round Rock City Hall, 221
East Main Street, Round Rock, Texas on
Thursday, the 25th day of January 2018
at 5:00 p.m. by the Round Rock Trans-
portation and Economic Development
Corporation,
The Purpose of this hearing is to solicit
public comment prior to tl�►e expendi-
tures of Type B sales tax funds of the
Corporation in support of the follow-w
ing projects: the design and construc-
tion of a convention center located ad-
jacent to the Kalahari Resort Hotel in
an amount not to exceed $48,000,000
and onsite public improvements includ-
ing water, sewer, road and drainage
pro ects not to exceed S16,500,000.
1-2 2018
ROUND ROCK, CITY OF
221 E MAIN ST
ROUND ROCK, TX 786645271
Invoice/Order Number. 0000295125
Ad Cost: $257966
is Paid: $0.00
lance Due: $257.66
Page 2 of 2
EXHIBIT I
COMBINED DEBT SERVICE SCHEDULE
RRTEDCSrLienSalesTaxRev\Taxable2021: GenNoLitCertIssuer I-1
GENERAL AND NO -LITIGATION CERTIFICATE OF THE CITY
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAMS §
CITY OF ROUND ROCK §
We, the undersigned Mayor and City Clerk of the City of Round Rock, Texas (the "Unit"),
hereby certify as set forth below. Any capitalized terms not otherwise defined herein shall have
the meanings whenever they are used given in Exhibit "A" attached hereto.
GENERAL,
I's This certificate is executed with reference to the bonds styled "Round Rock
Transportation Economic and Development Corporation Senior Lien Sales Tax Revenue Bonds,
0
Taxable Series 2021 in the principal amount of $ 000 (the "Bonds") and for and on behalf
of the Unit, for the benefit of the Attorney General of the State of Texas and for the benefit of the
Underwriters in connection with the issuance of the Bonds.,
2. Any certificate signed by an official of the Unit delivered to the Underwriters or
the Attorney General of the State of Texas shall be deemed a representation and warranty by the
Unit as to the statement made therein. The Public Finance Division of the Office of the Attorney
General of the State of Texas is hereby authorized to date this certificate as of the date of approval
of the Bonds and is entitled to rely upon the accuracy of the information contained herein unless
notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further
authorized to register the Bonds upon receipt of the Attorney General approval. After registration,
the Bonds, opinions and registration papers shall be delivered to Richard S. Donoghue at McCall,
Parkhurst & Horton L.L.P.
MATTERS RELATING TO THE UNIT
3. The Unit is a municipal corporation operating and existing under the Constitution
and laws of the State of Texas. The combined rate of all sales and use taxes imposed by the Unit
and all other political subdivisions having territory within the boundaries of the Unit did not exceed
7.75% on August 9, 1997, the -date of the election authorizing the sales and use tax and on
November 8, 2011, the date of the election changing the uses of the sales and use tax (collectively,
the "Sales Tax") authorized by the Section 4B of the Development Corporation Act of 1979,
Article 5190.6, V.A.T.C.S., as amended, now codified as Local Government Code, Title 12,
Subtitle C 1 particularly Chapters 501 and 505 of the Local Government Code (collectively, the
"Act"). The Comptroller of Public Accounts began collecting the sales taxes on January 1, 19980
At August 9, 1997, at November 8, 2011 and at the date hereof, the combined rate of all sales and
use tax under the Act or under any other provision of State law levied by any political subdivision
of the State did/does not exceed 2% at any location in the Unit. No election has been held in the
Unit for the purposes of increasing or decreasing the rate at which the Sales Tax is collected. The
elections held on August 9, 1997 and on November 8, 2011 were at least one year after the previous
election held in the Unit under Chap
ter 321, Texas Tax Code.
4,9 The Issuer was created and authorized to act on behalf of the Unit, and the Articles
of Incorporation and the Bylaws of the Issuer were approved, by resolution of the Unit, initially
dated December 18, 1997. Any amendments thereto have been approved by the Unit. The
current members of the Board of Directors of the Issuer were approved by the Unit.
5. The Council of the Unit has appointed each member of the Board of Directors in
accordance with the requirements of Section 505.05 1 (b) of the Act. On Apn1 22, 2021, and at all
times thereafter, the following persons have duly constituted the officers of the Unit and the Issuer:
Name
Craig Morgan
Michelle Ly
Rene Flores
Matthew Baker
Frank Ortega
Writ Baes5
Officers of the Unit
Office
Mayor
Councilmember Place 1
Mayor, Pro Tem, Place 2
Councilmember Place 3
Councilmember Place 4
Councilmember Place 5
Hilda Montgomery Councilmember Place 6
Officers of the Issuer
Name Office
Craig Morgan President
Ryan The ell
Rick Villarreal
Writ Baese
John Honning
Rudy Porter
Amanda Swor
Vice President
Secretary
Director
Director
Director
Director
Each of the directors of the Issuer is a resident of the Unit, and four directors (John Horning, Rudy
Porter, Amanda Swor, Ryan The ell and Rick Villarreal) are not employees, officers or members
of the governing body of the Unit.
6. The Unit, by written resolution adopted on April 22, 2021 (the "Unit Resolution"'),
has specifically approved the issuance of the Bonds and the resolution of the Issuer adopted on
April 22, 2021 authorizing the issuance of the Bonds (the "Bond Resolution"), solely and
specifically for the purpose of satisfying the requirements of Section 501.204(a) of the Act, and
such Unit Resolution has not been amended, annulled, rescinded, or revoked, and remains in full
force and effect on the date hereof.
7. The Unit has approved all programs and expenditures of the Issuer, including those
in connection with the issuance of the Bonds and the transactions contemplated thereby.
8. No litigation is pending against the Unit or, to the best of our knowledge, threatened
against the Unit or the governing body of the Issuer:
(i) to restrain or enjoin the issuance, approval or delivery of the Bond; or
(ii) in any way contesting (a) the creation of the Issuer or the right and power of
the Unit in connection with any action taken by i"t towards the creation of the Issuer
2
or the issuance of the Bonds, (b) the titles of the current officers of the Unit to their
respective offices or (c) the titles or authority of the governing body or directors of
the Issuer or the titles of the current directors and officers of the Issuer to their
respective offices.
9's The Sales Tax Agreement i's in full force and affect in accordance with the written
resolution adopted by the Unit on May 24, 2001 and further reconfirmed and approved by Unit in
the Unit Resolution.
10's The Mayor and City Clerk have duly executed, attested and sealed the Project
Agreement in accordance with the Unit Resolution.
11's No petition has been received by the Unit with respect to the published notices of
the public hearing of the Issuer held on January 25, 2018 concerning the expenditure of funds for
the Project.
12. At the time the Issuer was created, the Unit was an eligible city under Section
504,.002(2) of the Act as it existed at such time; as an eligible city under the Act, the Unit is an
eligible city under 505.002(3) of the Act of the Act. The Issuer is the only corporation created by
the Unit under Chapter 505 of the Act.
13. Including the 1/2% of 1%Sales Tax approved by the voters of the Unit on August
99 1997 and on November 8, 2011, the combined rate of all sales and use taxes imposed by the
Unit and all other political subdivisions having territory within the boundaries of the Unit do not
exceed 8.25% at any location in the Unit, all in compliance with the requirements of Section
505.256(a) of the Act.
14* The Unit has received all required disclosure filings, if any, under Section 2252.908
of the Texas Government Code in connection with the authorization and issuance of the Bonds
and has acknowledged receipt of such filings with the Texas Ethics Commission ("TEC") in
accordance with TEC's rules.
15. The Unit verifies that, pursuant to Section 2271.002 of the Texas Government
Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas
0
Government Code) within the transcript of proceedings for the Bonds, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the
such respective contract.
16. With respect to the contracts contained within the transcript of proceedings that are
subject to Section 2252.152, Texas Government Code, the Unit has verified, as of the date of
execution, none of the counter parties to those contracts are listed as scrutinized companies with
business operations in Sudan or Iran or that engage in scrutinized business operations with foreign
terrorist organizations, or are companies known to have contracts with or provide supplies or
3
services to a "foreign terrorist organization" or "designated foreign terrorist organization" on the
lists prepared and maintained pursuant to Texas Government Code Sections 2270.0201 or
2252,0153,0
CLOSING MATTERS
17* (i) The Unit is a home -rule city operating as such under the Texas Constitution
0
and has full legal right, power and authority to enter into the Financing Agreements and adopt the
Unit Resolution, and to carry out and consul -al"n-liate all other transactions described in the Unit
Resolution and the Financing Agreements;
(ii) The Unit has duly adopted the Unit Resolution (which is unmodified, other
than as approved by the Representative, and in full force and effect at the time of execution hereof)
approving the Bond Resolution and covenanting and agreeing that so long as the Bonds are
outstanding the Unit will cause the Sales Tax to be levied and collected for the benefit of the Issuer.
The Sales Tax Agreement is in full force and effect and such agreement has not been modified,
amended or repealed. The Unit has duly approved the execution and delivery of the Project
Agreement. The Unit has authorized the taking of any and all such actions as may be required on
the part of the Unit to carry out, give effect to and consummate the transaction described in the
Unit Resolution and the Financing Agreements;
(iii) No litigation is pending or, to our knowledge, threatened in any court in any
way affecting the existence of the Unit or the titles of our officials to their respective positions, or
seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the levy or collection
of sales and use taxes by the Unit for the benefit of the Issuer or the application of Sales Tax
revenues of the Unit pledged to pay the principal of, premium, if any, and interest on the Bonds,
or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the
Unit Resolution, the Financing Agreements, the Issuer Documents or the Bonds, or contesting i*n
any way the completeness or accuracy of the Preliminary Official Statement or the Official
Statement, or contesting its powers or authority with respect to the Unit Resolution, the Issuer
Documents or the BondsD
(iv) As of the date of Closing, the Official Statement does not contain any untrue
statement of a material fact or omit to state any material fact relating to the Unit which is required
to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(v) No event affecting the Unit has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purposes for which it is to
be used or which it is necessary to disclose therein in order to make the statements and information
therein not misleading in any respect; and
4
(vi) The Unit has complied in all material respects with all the agreements and
satisfied all material conditions on its part to be performed or satisfied at or prior to the delivery
of the Bonds.
5
SIGNED this
VFW
Pirm V:
City Clerk
0,- 9z
Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
``i� QN1QU E q i�
maw
— . to • ""
• .:
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RRTEDC\SrLienSTRev\Taxab1e2021: CityGeneralNoUtCert
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Notary P Ilic
Board
Bond Resolution
Bonds
Closing
Financing Agreements
Issuer
Issuer Documents
Project
Project Agreement
Purchase Agreement
Sales Tax
Sales Tax Agreement
RRTEDC\SrLienSTRev\Taxab1e2021: CityGeneralNoLitCert
EXHIBIT A
DEFINITIONS
The lawfully qualified Board of Directors of the Issuer.
The resolution duly adopted by the' Board entitled:
Resolution of the Round Rock Transportation and Economic
Development Corporation Authorizing the Issuance of
Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable
Series 202 1; Approving a Paying Agent/Registrar
Agreement, a Project Agreement and a Bond Purchase
Agreement; Approving an Official Statement; and
Approving Other Matters Related Thereto.
Round Rock Transportation Economic and Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable
Series 2021 dated May 18, 20219 in the aggregate principal
amount of $ ,000.
May 18, 2021 or such other date as mutually agreed to
between the Issuer and the Underwriters.
Collectively, the Sales Tax Agreement and the Project
Agreement.
Round Rock Transportation and Economic Development
Corporation
As defined in the Purchase Agreement.
As defined in the Bond Resolution.
The Project Agreement between the Issuer and the Unit,
dated as of May 18, 2021 0
The Bond Purchase Agreement between Issuer and the
49P
Underwriters, dated as of April 22, 2021 0
As defined in the Bond Resolution.,
The Sales Tax Remittance Agreement between the Issuer
and the Unit, dated as of May 15, 2001.
A-1
Underwriters
Unit
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The underwriters for the Bonds listed in the Purchase
Agreement.
The City of Round Rock, Texas.
A-2
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 18, 2021 (this "Agreement"), by and between
Round Rock Transportation and Economic Development Corporation (the "Issuer"), and The Bank
of New York Mellon Trust Company, N.A. of Dallas, Texas, a banking corporation duly organized
and existing under the laws of the United States of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
$ 000 Round Rock Transportation and Economic Development Corporation Senior Lien
Sales Tax Revenue Bonds, Taxable Series 2021 (the "Securities"), such Securities to be issued i*n
fully registered form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on
or about May 18, 2021; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Securities and
with respect to the registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows0
:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01, Avvointment,
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities.
As Paying Agent for the Securities,the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to
the registered owners thereof, all in accordance with this Agreement and the "Ordinance"
(hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar
for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of the Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Ordinance."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.,
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Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees
to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the fiirst year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for political subdivisions, which shall be supplied to the
Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective
upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or any
or all installments of interest, or both, are due and Payable on any Security which has become
accelerated pursuant to the terms of the Security.
"Bank Office" means the designated office for payment of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
" Fiscal Year" means the fiscal year of the Issuer, ending September 30,
"Holder" and "Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or ordinance signed in the
name of the Issuer by an authorized representative, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" means the Ordinance of the governing body of the Issuer pursuant to which the
Securities are issued, certified by the City Clerk or any other officer of the Issuer and delivered to the
Bank.
"Person " means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
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"Predecessor Securities" of any particular Security means every previous Security evidencing
all or a portion of the same obligation as that evidenced by such particular Security (and, for the
purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement
Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Ordinance).
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of the Ordinance.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
of the Board of Directors, the Chairman or Vice-chainnan of the Executive Committee of
the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Ordinance on which the principal of a
Security is scheduled to be due and payable.
Section 2.020 Other Definitions.
Thete s "Bank," Issuer," and "Securities (Security)" havethe meanings assigned to them in
the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paving Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it
0
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each
Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender
of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
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Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the
address appearing on the Security Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Principal and interest payments made pursuant to this Section 3.01 shall be made by wire
transfer.
Section 3.02. Payment Datell��15.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on
the dates specified in the Ordinance.
Section 3.03 Reporting Requirements.
To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue
Service the amount of interest paid or the amount treated as interest accrued on the Securities which
is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register"), and, if the Bank Office
is located outside the State of Texas, a copy of such books and records shall be kept in the State of
Texas, for recording the names and addresses of the Holders of the Securities, the transfer, exchange
and replacement of the Securities and the payment of the principal of and interest on the Securities to
the Holders and containing such other information as may be reasonably required by the Issuer and
subject to such reasonable regulations as the Issuer and the Bank may prescribe. The Bank also
agrees to keep a copy of the Security Register within the State of Texas. All transfers, exchanges
and replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the National Association of Securities Dealers, in
form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holder or the assignee of the Holder in not more than
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three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer
and the written instrument of transfer or request for exchange duly executed by the Holder, or his
duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar,
Section 4.02. Certificates.
The Issuer shall provide an adequate inventory of printed Securities certificates to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities
certificates will be kept in safekeeping pending their use, and reasonable care will be exercised by
the Bank in maintaining such Securities certificates in safekeeping, which shall be not less than the
level of care maintained by the Bank for debt securities of other political subdivisions or
corporations for which it serves as registrar, or that it maintains for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has currently available and currently utilizes at
the time.
The Security Register may be maintained i"n written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required bylaw. Upon receipt of a court order or other
notice of a legal proceeding and prior to the release or disclosure of any of the contents of the
Security Register, the Bank will notify the Issuer so that the Issuer may contest the same or such
release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or which have
been paid.
Section 4.06. Mutilated. Destroyed, Lost or Stolen Securities.
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The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance, to
41
deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost, or
stolen Securities certificates as long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory
to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership
thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the
Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with
the Preparation, execution and delivery of a replacement Security shall be borne by the Holder of the
Security mutilated, or destroyed, lost or stolen.,
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities certificates it has paid pursuant to Section 3.01,
Securities certificates it has delivered upon the transfer or exchange of any Securities certificates
pursuant to Section 4.01, and Securities certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities certificates pursuant to Section 4.06,
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care
in the performance thereof.
The Bank is authorized to transfer funds relating to the closing and initial delivery of the
Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's Financial
Advisor or other agent. The Bank may act on facsimile or e-mail transmission of the closing
memorandum acknowledged by the Financial Advisor or the Issuer as the final closing
memorandum. The Bank shall not be liable for any losses, cost or expenses arising directly or
indirectly from the Bank's reliance upon and compliance with such instructions.
Section 5.02. Reliance on Documents,, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of
the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
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(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proven that the Bank was negligent in ascertaining the
pertinent facts,,
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if 1"t shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability i*s not
assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties,. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Securities, but is protected in acting
upon receipt of Securities certificates containing an endorsement or instruction of transfer or power
of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank
shall not be bound to make any investigation into the facts or matters stated in a ordinance,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by the Issuer.
(e) The Bank may consult with legal counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon, provided that
any such written advice or opinion is supplied to the Issuer by the Bank.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken as
the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or
any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
0
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
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Section 5.05. Moneys Held by Bank,,
0
The Bank shall deposit any moneys received from the Issuer into a segregated account to be
Is 40
held by the Bank solely for the benefit of the owners of the Securities to be used solely for the
payment of the Securities, with such moneys in the account that exceed the deposit insurance
available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with
securities or obligations that are eligible under the laws of the State of Texas to secure and be
pledged as collateral for such accounts until the principal and interest on such securities have been
presented for payment and paid to the owner thereof. Payments made from such account shall be
made by check drawn on such account unless the owner of such Securities shall, at its own expense
and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the
Bank for the payment of the principal, premium (if any), or interest on any Security and remaining
unclaimed for three years after the final maturity of the Security has become due and payable will be
paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies
shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the
funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its duties
hereunder, including the cost and expense incurred by the Bank in defending against any claim or
from liability imposed on the Bank in connection with the Bank's exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Inter leader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
41
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the Travis County, Texas, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement
shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right
to file a Bill of Interpleader in any court of competent jurisdiction in Travis County, Texas to
determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise qualified
and accepted for "Depository Trust Company" services or equivalent densitopory trust services by
other organizations, the Bank has the capability and, to the extent within its control, will comply
with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to,
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requirements for the timeliness of payments and funds availability, transfer turnaround time, and
notification of redemptions and calls.
Attached hereto is a copy of the Blanket Issuer Letter of Representations between the Issuer
and The Depository Trust Company, New York, New York, providing for the Bonds to be issued in
40
a Book-Entry Only System. The Bank and the Issuer hereby confirm their obligations under such
Letter of Representation.,
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
other.
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to b given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this
Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns, whether so expressed or not,
Section 6.06. Severab1*1ity.
In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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Section 6.07. Benefits of Aeree-.,ent.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Ordinance constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest
on the Securities to the Holders thereof or (11) may be earlier terminated by either party upon thirty
(30) days written notice; provided, however, an early termination of this Agreement by either party
shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer
and such appointment accepted and (b) notice has been given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually
agree that the effective date of an early termination of this Agreement shall not occur at any time
which would disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof) , together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02, 5002, 5.03 and 5.06 of this Agreement shall survive and
remain in full force and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.,
Section 6.12. Anti Boycott.,
The Bank represents and warrants, for purposes of Chapter 2271 of the Texas Government
Code, that at the time of execution and delivery of this All9reement, neither the Bardk, nor anyparent
company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, boycotts Israel or
will boycott Israel during the term of this Agreement. The foregoing verification is made solely to
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comply with Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and
"boycott Israel" means refusing to deal with, ten-nmating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled
territory, but does not include an action made for ordinary business purposes. The Bank understands
" affiliate" to mean an entity that controls, is controlled by, or is under common control with the Bank
and exists to make a profit.
Section 6.13. Terrorist Oryanizations.
The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -
owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and
40
maintained by the Texas Comptroller of Public Accounts under Section 2252 153 or Section
2270.0201, Texas Government Code, and posted on any of the following pages of such officer's
Internet website:
https://comptroller.texas. gov/purchasing/docs/sudanlist,,pdf,
https://comptroller.texas.gov/purchas*ing/docs/iran-list.pdf,or
https://comptroller.texas.gov/purchas*lng/docs/ftol*ist,,pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law and
excludes the Bank and each parent company, wholly- or majority-owned subsidiaries, and other
affiliates of the same, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any entity that
controls, is controlled by, or is under common control with the Bank and exists to make a profit.
Section 6.14. Exemption from Disclosure Form.
The Bank represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and,
accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise
prescribed thereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Title:
2001 Bryan Street, I I th Floor
Dallas, Texas 75201
PARR Sig Pg
[ISSUER SEAL]
Attest:
Secretary, Board ofAJirectors
ROUND ROCK TRANSPORTATION A D
ECONOMIC DEVELOPMENT CORP RATION
By: 1 ��7 //
Title: Presi nt, Bo
221 . Main
Round Rock,
PARA Sig Pg
f Directors
Texas 78664
SCHEDULE A
Paying Agent/Regi*strar Fee Schedule
A-
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PROJECT AGREEMENT,
THIS PROJECT AGREEMENT (this "Project Agreement") is executed by and among
0
the City of Round Rock, Texas (the "City") and the Round Rock Transportation and E o omic
Development Corporation the "Corporation") and dated as of May 18, 2021.
WI TNE S S E TH:
WHEREAS, the Corporation was created by the City pursuant to authority granted by the
Section 4B of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended,
now codified as Local Government Code, Title 12, Subtitle C I particularly Chapters 501 and 505
of the Local Government Code (collectively, the "Act"); and
WHEREAS, on August 9, 1997 and on November 8, 2011, the citizens of the City voting
at elections on said dates approved the levy of a one-half of one perient sales and use tax upon the
receipts at retail of taxable items, for all purposes authorized by the Act (the "Sales Tax"); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds
for the purpose of financing eligible projects under the Act, and to secure such bonds with the
Sales Tax collected by the City under authority of the Act'a
; and
WHEREAS, on April 22, 2021, the Corporation adopted a bond resolution (the
"Resolution") and the City approved the adoption of the Resolution by the Corporation, which
Resolution has authorized the issuance of $ 000 in principal amount of the
Corporation's Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 (the "Bonds") for the
purpose of financing various improvements primarily for the benefit of the City (referred to in the
Resolution as the "Project", which improvements are more specifically described in Exhibit " A"
attached to this Project Agreement), and the Corporation and the City have previously entered into
a sales tax remittance agreement (the "Sales Tax Remittance Agreement") for the purpose of
providing a mechanism for distributing the Sales Tax between the Corporation and the City; and
WHEREAS, for the purpose of promoting and encouraging employment and the public
welfare, the Board of Directors of the Corporation desires to provide funds to be used to finance
the Project; and
WHEREAS, the City Council of the City desires to provide for the timely transfer of the
proceeds of the Sales Tax to the Corporation in accordance with the provisions of the Act to be
used by the Co oration to repay the Bonds sold to finance the Project; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the financing,
construction and acquisition of the Project.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation contract and agree as
follows:
SECTION 1,, DEFINITIONS AND INCORPORATION OF PREAMBLES. The
termsandexP ressions used in this Project Agreement, unless the context shows clearly otherwise,
shall have the meanings set forth herein, including terms defined in the Preambles hereto, which
preambles are inco orated in and made a part hereof for all purposes, or, if not defined herein,
such terms shall have the meanings given in the Resolution.
SECTION 2,, OBLIGATION OF CORPORATION TO FINANCE PROJECT,, The
Corporation agrees to pay, and will pay, certain costs of acquiring and constructing the Project on
behalf of the City through the issuance of the Bonds to provide the money for such payment, all in
the manner hereinafter described and as provided in the Resolution's
; and the Corporation, by such
payment, will therefore provide for the acquisition and construction of the Project for the benefit
of the City.
SECTION 3,, USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds
will be used for the payment of costs and expenses in connection with the issuance of the Bonds
and the acquisition and construction of the Project, including, without limitation, all financing,
legal, printing, administrative, and other expenses and costs incurred in issuing the Bonds and
acquiring the Project, and capitalizing interest on the Bonds as required by the Resolution. Bonds
will be issued by the Corporation in the amount of $ 000 which amount is now estimated
to be sufficient, together with other available funds, to cover all the aforesaid costs and expenses
and other amounts required.
SECTION 4,* ACQUISITION AND CONSTRUCTION CONTRACTS. The City,
acting on behalf of and as agent for the Corporation under this Project Agreement, will enter into
such contracts as are necessary to provide for acquiring and constructing the entire Project, and
said contracts shall be executed as required by the respective laws applicable to the City. The
Corporation shall cause the proceeds of the sale of the Bonds to be available to pay under such
contracts. The Corporation shall deposit the proceeds of the Bonds into the 2021 Project Fund in
accordance with the Resolution, excluding proceeds required to be deposited into the Debt Service
Fund and to pay costs of issuance of the Bonds). The 2021 Project Fund shall be used for paying
the Corporation's costs and expenses incidental to the issuance of the Bonds and to pay certain
costs of acquiring, by purchase and construction, the Project. All contracts and draws on the 2021
Project Fund shall b approved by the Corporation and by the City, and any form of written
approval signed by the President of the Board of Directors of the Corporation or by the City
Manager or the Chief Financial Officer of the City will evidence the approval of the Corporation
and the City, respectively, for the purposes of this Section. Draws on the 2021 Project Fund shall
be made in accordance with the Resolution.,
SECTION 5,, OWNERSHIP OF PROJECT. (a) The Corporation will provide, make
available, and render, to and for the benefit of the City and its inhabitants the Project financed by
the Corporation pursuant to this Project Agreement. It is agreed that the City always shall have
the exclusive use of the Project. In consideration of the Corporation's acquiring, making available,
and rendering to and for the benefit of the City and its inhabitants, the facilities and services of the
Project, the City makes and agrees to comply with its covenants which are set forth in the Sales
Tax Remittance Agreement. The City shall not be relieved of its covenants and obligations under
the Sales Tax Remittance Agreement, notwithstanding the failure of the Corporation to acquire or
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construct all or any part of the Project. It is hereby provided that in further consideration of the
covenants made bY A he City under this Section and under the Sales Tax Remittance Agreement,
the City shall become the owner of the Project upon completion of the construction of each distinct
portion of the Project, as more particularly described in subsection (b) of this Section.
(b) After completion of the acquisition and construction of each identifiable portion of
the Project, and when an identifiable portion of the Project is ready to be placed in service, the
City shall inspect the same and if it is found by the City to have been acquired and constructed as
required by this Project Agreement, the City, acting by and through the Mayor of the City, shall
notify the Corporation in writing that it has accepted the Project,, Upon such acceptance, all of
the Corporation's right, title, and interest of every nature whatsoever in and to such portion of the
Project automatically shall vest irrevocably in the City without the necessity of the execution of
any conveyance by the Corporation, and such transaction shall result in the automatic sale and
delivery of such portion of the Project by the Corporation to the City, and the vesting of title to
such portion of the Project i*n the City in consideration for the agreement of the City to perform its
obligations required under this Project Agreement,, If requested in writing by the City, acting by
and through the Mayor or City Manager of the City, the Corporation will execute and deliver to
the City an appropriate instrument acknowledging that such sale, delivery, and vesting of title has
occurred, but such instrument shall not be necessary to effect the automatic sale, delivery, and
vesting of title, which shall occur as described above,, Until the acceptance of a portion of the
Project by the City, all right, title, and interest in and to a portion of the Project shall be in the
Corporation. After such acceptance and the resulting sale, delivery, and vesting of title in the City,
the Corporation shall have no right, title, or interest in, or responsibility with respect to, a portion
of the Project and the Corporation shall have no right to extend, improve or otherwise expend
funds in the 2021 Project Fund of the Resolution for such portion of the Project.
SECTION 6,, ACQUISITION. The City and the Corporation agree to proceed promptly
with the acquisition, by purchase and construction, of the Project. The City and Corporation
hereby covenant that they will make a diligent effort to complete such acquisition and construction
as soon as practicable. The City and the Corporation do not anticipate any delays in completing
the acquisition of the Project, but the City and the Corporation shall not be liable to each other for
any damages caused by any delays in completion of the Project.
SECTION 7,, USE OF CITY'S PUBLIC PROPERTY. By these presents, the City
authorizes use of any and all real property, streets, alleys, public ways and places, and general
utility or sewer easements of the City for acquisition and construction of the Project.
SECTION 8. FORCE NUJEU'RE. If, by reason of Force Majeure, any party hereto shall
be rendered unable wholly or in part to carry out its obligations under this Project Agreement, then
such party shall give notice and full particulars of such Force Majeure in writing to the other parties
within a reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no
longer period, and any such party shall endeavor to remove or overcome such inability with all
reasonable dispatch. The term "Force Majeure" as employed herein, shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
3
Government of the United States or the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the
control of the party claiming such inability. It is understood and agreed that the settlement of
strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and
that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing
party or parties when such settlement is unfavorable to it in the judgment of the party having the
difficulty. It is specifically excepted and provided, however, that in no event shall any Force
Majoeure relieve the City of its obligation to transfer Sales Tax revenues to the Corporation as
required under the Sales Tax Remittance Agreement.
SECTION 9,, REGULATORY BODIES. This Project Agreement and the Project shall
be subject to all valid rules, regulations, and laws applicable thereto passed or promulgated by the
United States of America, the State of Texas, or any governmental body or agency having lawful
jurisdiction or any authorized representative or agency of any of them.
SECTION 10,, TERM OF PROJECT AGREEMENT. The term of this Project
Agreement shall be for the period during which the Bonds or any interest thereon are outstanding
and unpaid.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
ATTEST:
City Clerk
(SEAL)
CITY OF ROUND ROCK, TEXAS
By /1 /d
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ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION
By 1A., A0, /m /
President, oard of irectors
ATTEST:
Secretary, Board of Orectors
(SEAL)
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EXHIBIT A
DESCRIPTION OF THE PROJECT
The Bonds have been authorized to provide funds tofinance the designing and constructing a
convention center facility and the costs necessary or incident to the undertaking of such project.